31.12.2019 PERIOD ANNUAL REPORT

BRİSA BRIDGESTONE SABANCI

LASTİK

SANAYİ VE TİCARET A.Ş.

01.01.2019 – 31.12.2019 PERIOD

ANNUAL REPORT

BRİSA BRIDGESTONE SABANCI TYRE MANUFACTURING AND TRADING INC.

BOARD OF DIRECTORS ANNUAL REPORT

PREPARED IN ACCORDANCE WITH THE STATEMENT NO II.14.1

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Reporting Period

1 January 2019 – 31 December 2019

Name of Partnership/Commercial Registry No.

Brisa Bridgestone Sabancı Lastik Sanayi ve Ticaret A.S. / 126429 - 73647

Head Office - Marketing & Sales Office

Küçük Çamlıca Mahallesi, Sehit Ismail Moray Sokak, No: 2/1, 34662 Altunizade, Üsküdar, Istanbul

Telephone : (216) 544 35 00

Fax : (216) 544 35 35

İzmit Factory

Alikahya Fatih Mahallesi, Sanayi Caddesi, No:98, 41220 Izmit-Kocaeli

Telephone : (262) 316 40 00

Faks: (262) 316 40 40

Aksaray Fabrika Şubesi

Erenler OSB Mahallesi, Recep Tayyip Erdoğan Bulvarı, No:21/1, Taşpınar-Merkez-Aksaray

Internet Address

www.brisa.com.tr

Corporate e-mail Address

[email protected]

mailto:[email protected]




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Contents

Message from the Chairperson of the Board ...................................................................................... 5

1. Briefly Brisa ................................................................................................................................... 7

1.1. We Drive On With Courage ...................................................................................................... 7

1.2. Capital and Shareholding Structure ....................................................................................... 10

1.3. Organization of the company .................................................................................................. 11

1.4. Mission, Vision and Corporate Values ................................................................................... 11

1.5. Steps to Add Value to Our Journey ........................................................................................ 12

1.6. Our Awards............................................................................................................................... 18

1.7. Board Member .......................................................................................................................... 19

1.8. Executive Committee ............................................................................................................... 27

1.9. Investor Relations ..................................................................................................................... 28

2. Developments and Activities in 2019 ......................................................................................... 30

2.1. Developments in the Industry ................................................................................................. 30

2.2. 2019 Panorama ......................................................................................................................... 31

2.3. Manufacturing and Products .................................................................................................. 37

2.4. Domestic distribution and sales channel management ......................................................... 38

2.5. Domestic Marketing and Sales ................................................................................................ 39

2.6. International Markets Marketing and Sales .......................................................................... 41

2.7. Investments & R&D Operations ............................................................................................. 42

2.8. Financial Outcomes and Rates ................................................................................................ 43

2.9. Internal Audit & Internal Controlling ................................................................................... 45

2.10. Other Explanations ................................................................................................................ 46

3. Sustainability .............................................................................................................................. 47

3.1. Environmental Sustainability .................................................................................................. 48

3.2. Occupational health and safety ............................................................................................... 51

3.3. Human Resources ..................................................................................................................... 52

3.4. Social Sustainability ................................................................................................................. 56

CORPORATE GOVERNANCE COMPLIANCE REPORT ......................................................... 59

PART 1 – DECLARATION OF COMPLIANCE WITH CORPORATE GOVERNANCE

PRINCIPLES ................................................................................................................................... 59

PART 2 - SHAREHOLDERS......................................................................................................... 61

2.1. Investor Relations Department ........................................................................................... 61

2.2 Shareholders' Right to Obtain Information ........................................................................ 62

2.3.General Assembly Meetings ................................................................................................. 63




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2.4.Voting Rights and Minority Rights ...................................................................................... 65

2.5.Dividend Right ....................................................................................................................... 65

2.6.Transfer of Shares ................................................................................................................. 66

PART 3 - PUBLIC DISCLOSURE AND TRANSPARENCY .................................................... 66

3.1.Corporate Web Site and the Contents thereof .................................................................... 66

3.2.Annual Report ....................................................................................................................... 67

PART 4 – STAKEHOLDERS ........................................................................................................ 68

4.1.Informing Stakeholders ........................................................................................................ 68

4.2.Stakeholder Participation in Management ......................................................................... 69

4.3.Human Resources Policy ...................................................................................................... 69

4.4.Codes of Conduct and Social Responsibility ....................................................................... 70

PART 5 – BOARD OF DIRECTORS ........................................................................................... 72

5.1.Structure and Composition of the Board of Directors ....................................................... 72

5.2.Operating Principles of the Board of Directors .................................................................. 74

5.3.The Number, Structure, and Independence of the Committees Formed within the Board

of Directors ................................................................................................................................... 75

5.4.Risk Management and Internal Control Mechanism ........................................................ 80

5.5.Company's Strategic Goals ................................................................................................... 83

5.6.Financial Rights ..................................................................................................................... 84




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Message from the Chairperson of the Board

“The World stepped into a new era with digital transformation which enables our business to be faster,

reliable and efficient. However, on the other hand, traditional business models are disappearing at a fast

pace. In these extraordinary times, Brisa continues to undertake firsts by breaking historic records and

thus become the driving force of transformation. Our company changes the profile of the sector with the

innovations it offers and accelerates its works which focus on societal and environmental benefit.”

Distinguished Stakeholders,

The business world is going through a vast change by experiencing the new digital era, while living

through both destruction and creation at the same time. On the one hand, new revolutions are created

thanks to digital technologies, artificial intelligence and automation and old ways of doing business and

models relinguish their places to new ones. As a result of all these, innovation, sustainability and value

focused businesses become the winner of the increasing global competition.

Brisa, who is undertaking its operations with the powerful partnership of Sabancı Holding and

Bridgestone Corporation wends its way with courage regardless of the conditions and increases the value

it offers to Turkey as one of the pioneer companies of the new generation business world and industry.

The year 2019 made history as a year of critical change and challenges for the entire world. On the one

hand borrowing in developing economies increased and on the other hand global industrial production

declined and the impact of climate change was felt more drastically. Just like the rest of the world, our

country was impacted by this rapid change and challenging conditions in different ways with 2019

beinga year with economic fluctuations and its impacts for our country.

However, we also know that we hold the power of eliminating the challenges with innovations based on

value added production, technology and digitalisation. As an organisation which is based on industry

and production, we work with the aim of fulfilling our responsibilities to this end and enhancing our

contribution for our country. In this respect, we encourage all our businesses under our roof to become

pioneers in Industry 4.0, digitalisation and technology.

In 2019 Brisa displayed one of the best examples of this with its work which served for Sabancı

Holding’s ‘Becoming the Sabancı of the New Generation’ vision. Our company enriched the value

which it offered to all its stakeholders thanks to its 2874 employees, its local production carried out in

its Izmit and Aksaray factories equipped with the brand new and smartest Technologies as well as R&D

and its value added products and services offered both domestically and internationally. As a result,

Brisa once again displayed its indisputable leadership with its dealer network and brand investments in

the domestic market. Meanwhile, in the international arena, the company added 14 new countries into

its export territory, thus breaking sales and transportation records while yielding a strong economic

value to our country.

Thanks to these developments Brisa yet again displayed a powerful performance in 2019. Our

companies total annual sales revenue amounted to 3.560 million TL while its international sales revenue

enjoyed 38% increase. The company also placed cash management –the fundamental indicator of

efficiency and operational performance- at the heart of its employees. And during the last 2 years it

increased operating capital turnover from 1.8 to a record level of 7.

Distinguished Stakeholders,




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Behind these successes which I am proud to share with you, lies the added value which we have created

via technology, smart solutions that meet the holistic needs of our customers and the investment we

carried out on our people in order to execute digital transformation and build a smart culture.

In 2019 we have achieved our first capacity targets in our Brisa Aksaray production base, and initiated

the autonomous period in tire by benefiting from tools production technology –the smartest of the sector-

, robotic works, data analytics and digitalisation. Both our Izmit factory and R&D center once again

proved Brisa also to be the leader of innovation with its new products that add strength to our already

existing competitive power of the company. The ‘Production of Innovative Tires by Using Carbon

Nanotube Project’ developed in consultation with Sabancı University received a support approval from

TÜBITAK.

This year we also increased our investments in mobility solutions of the new era with our breakthroughs

in smart services, automation and business processes focusing on simplification. Our company became

a part of the TÜBITAK ‘Digital Transformation in Industry Programme’ with its project on ‘tire design

assistance by using image processing technologies’ and undertook another first in Turkey by ensuring

real-time monitoring and management solutions of fleet with its digital fleet services. And in the field

of electric cars, which is wide spreading across the world with developing Technologies, by co-operating

with E-Sarj –one of Turkey’s leading service providers - our company also accelerated its activities foe

the start-up ecosystem with its open innovation programme “Yolculuğun Öncüleri” (Pioneers of the

Journey).

In an attempt to carry its digitalisation work forward, Brisa determined the Digital Maturity Level with

the thermometer model it designed and prepared its roadmap for the period ahead.

I would like to share a news from Brisa Academy which also made us proud. Our Academy was

accredited as a Personnel Certification Institution by TURKAK for its determination to form an

institutional university.

Brisa is ready for 2020 with these aforementioned achievements and proceeds towards new and bolder

targets. Our company will also add speed to the journey of digitalisation, top up new export records to

its already achieved ones in the international market and deepen its leadership in the domestic market.

Brisa will continue its journey with courage and add value to its country with its human resource via

new generation skills which also serve for Turkey’s transformation, production power and its passion

to realize innovation.

I thank the distinguished Brisa employees who will make all these possible with our Sabancı of the New

Generation vision, our business partners and shareholders alike who believe in us and wholeheartedly

support accordingly.

Yours Respectfully,

Cenk Alper

Chairperson of the Board




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1. Briefly Brisa

1.1. We Drive On With Courage

The foundations of our company, which is the leader of the Turkish tyre industry, were laid with our

Lassa brand in 1974 by the initiative of Sabancı Holding and its partners. The start of Brisa's

establishment and the journey of the Lassa and Bridgestone brands are based on the partnership of

Sabancı Holding and the world tyre industry leader Bridgestone Corporation in 1988.

Having won the first National Quality Award in 1993, we became the first Turkish company to win the

European Quality Grand Prize in 1996, which was the result of its outstanding performance in business

excellence. Today, we are also one of the biggest tyre manufacturers of Europe.

We strengthen our sector leadership by adding value to our business partners and customers with

our product and service brands

We are pioneering the industry and adding value to our business partners alongside our customers with

our main tyre brands Bridgestone, Lassa Tyres, Dayton, Kinesis, Firestone, and with our main retreading

brand Bandag along with Lastiğim and Lastik Vs sales points, Otopratik and Propratik service points,

Lastik.com.tr online sales web site, Profleet fleet services, Mobilfix, which provides on site mobile

maintenance services for commercial vehicle fleets, Probox and Bridgestone Box mobile sales and

services points, road assistance for commercial vehicles (Filofix) and Lastik Oteli (tyre storing services)

services and with our education platform Brisa Academy.

We are producing especially designed tyres with our Bridgestone, Lassa Tyres, and Dayton brands for

passenger vehicles, light commercial vehicles, buses, trucks, and agricultural and construction vehicles.

In addition to the above-mentioned tyres, we are offering a total of 1.800 different types of tyres with

Kinesis tyres, which meet international industrial machinery safety and quality standards, Firestone

agricultural tyres, and Bridgestone motorcycle tyres.

As part of our target to offer balanced products to vehicle owners through both our brands, our

Bridgestone brand products stand out in terms of performance and safety criteria, while our Lassa Tyres

brand products stand out in terms of economy, comfort and durability parameters.

Our products and services are sold across almost 1,400 sales points in Turkey. Through the support of

our Brisa workers, Brisa tyres produced under our Lassa Tyres brand meet with vehicle owners across

6000 sales points, out of which more than 600 are Lassa Tyres branded, in 83 countries with 83

distributors.

At the same time; automotive manufacturers such as Anadolu Isuzu, BMC, Ford Otosan, Honda, Karsan,

Koluman Treyler, Krone, MAN, Mercedes Benz Türk, Otokar, Oyak Renault, Özünlü Damper, Tafe,

Temsa, Tırsan, Tofaş, Toyota, Türk Traktör, John Deere, Erkunt Traktör use either Lassa Tyres or

Bridgestone products for the vehicles they produce.

We are focusing on innovation combining the forces of our İzmit Factory, which has already

proven its production capabilities, and our new production base Aksaray Factory, which is the

first of its kind in the industry equipped with smart applications, together with our technology,

innovation power and the valuable effort of our people. We are adding value to our industry

with innovations, and developing unique services and differentiating products. We are

courageously moving forward as the innovation leader of the Turkish tyre industry.




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Our company, which also aims to be the first choice of vehicle owners, continues its efforts to be close

to and easily reached by end-users. While our Lassa Tyres brand became the most reputable tyre brand

of Turkey, our Bridgestone brand is listed second among the most valuable global brands. Our corporate

brand Brisa is the 52nd most valuable brand, as well as being the brand value leader of the Turkish tyre

industry, with its 53 million USD brand value as assessed by Brand Finance, an internationally renowned

brand valuation organization, in the “100 Most Valuable Brands of Turkey” list. Our company’s

preference rate by business partners in the industry is at historical highs in 2018 and Brisa is positioned

at the top of the Dealer Confidence Index.

A factory built by Brisa right in the middle of Anatolia at Aksaray equipped with smart

applications

Reaching to 361.000 m2 of closed area, our Izmit Manufacturing Plant is one of the biggest tyre

manufacturing plants of the World set-up under one roof and is also one of the most important

production bases of Bridgestone around the World.

Our second manufacturing plant set-up in the Aksaray Organized Industrial Zone on a 952.000 m2 area

with a 300 million USD investment is the first of its kind in the industry equipped with smart

technologies. Our manufacturing plant is equipped with advanced Technologies and global accumulated

knowledge of Bridgestone in addition to the more than 40 years of industrial experience and business

competence of Brisa in the tyre industry. As a result, we were able to realize a pioneering industrious

investment in terms of productivity, environmental friendliness, and product quality performance.

Amongst our applications are energy savings applications, fully automated transfer systems, virtual

digital twin applications, virtual reality, and smart machines operating with advanced data analytics

offering solutions.

With this breakthrough, our company realized a pioneering investment in the industry in terms of

productivity, environmental consciousness, product quality, and performance, increasing its

employment and export strength to reinforce its sectorial leadership in Turkey and its existence in the

international arena.

Brisa cultivating technology in Turkey’s lands

We are accelerating the pace of developing and producing value added products at our Brisa R&D

Center, which is located at our Izmit Manufacturing Plant and is certified with the incentive of the

Ministry of Science, Industry and Technology. We take advantage of many benefits that our R&D

Center provides, with new generation national technologies and with our Turkish engineers, such as

increasing our capabilities to develop World standard products, enabling faster availability of products

that are demanded by the market, and creating cost advantages due to approval of raw materials in

shorter time periods. We are focusing on innovative production techniques and raw materials that help

us strengthen in terms of international competition and we are cultivating technology in Turkish lands.

While we contribute to industrial accumulation by increasing domestic production, we are also

providing value to national economy by accelerating the pace of our export business.

We are building the future with our intelligence and with a smart culture.

We know that in today’s World selling products is just not enough. We have to be pioneering innovation

as well in order to differentiate. We are trying to differentiate ourselves with our innovative ideas, which

we derive from close contact with vehicle owners and our business partners and by nourishing on their

needs and opinions. With our innovative services and solutions, which are the first of their kind in our

industry, we are aiming to always be together with and in the service of our customers in order to make

their lives easier and to provide the perfect customer experience.




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We are well aware of the fact that we need to be using the highest level of technology and possess

superior equipment’s while carrying on our operations. We are increasing the speed of our projects in

order to take our digital maturity levels to a benchmark beyond the leadership of our industry.

In this manner, we are investing into the future of our country in terms of information and technology.

We are reflecting technological transformation into how we carry on our operations; we are transforming

our business processes into autonomous structures by taking advantage of artificial intelligence based

robotic applications, advanced data analytics and new generation technologies while designing these

solutions. We are proceeding with designing many innovative ideas just like our smart glasses

technology that enables simultaneous communication and data transfer between our Izmit and Aksaray

manufacturing bases. We are starting the application of future technologies with our ergonomics

program. We are helping our sales team to be even stronger by offering training sessions at the Business

Excellence Centre where we use various simulation designs.

We include our business partners to our digital transformation journey. As the first company to integrate

Google’s project for transforming dealer networks, we are realizing projects to excel our dealer network

management. We are reflecting our innovative perspective with our Genba Room business process with

which we integrate field, finance, sales and marketing processes so that we are able to offer effective

and instant solutions. Genba Room enabled our company to reduce the required time to finalize business

processes from 30 hours to 0.4 hours. We are offering our business partners and customers innovative

services with mobile solutions and we are working on differentiating services and future developments

that await the journey experience in the future. We are developing applications that foresee the journey

of tyres. We are running the Pioneers of the Journey open innovation program to be able to bring

innovative solutions in terms of mobility.

We are organizing tomorrow’s work force and talent management from today. We are running all those

projects focusing on the new digital age’s competencies and by building a smart culture. We are

supporting all Brisa family members, who are passionate about developing innovations, with digital

transformation and continuous development journey programs. We discover new paths to lay a

sustainable foundation for our success in a new era of conducting business with our digital Office

projects. Our projects conducted with our data engineers and our mobility team is just an example of

these newly discovered paths. We are working on ways to make our decisions based on data.

Accordingly, we implement technology-based, smart business processes with our artificial intelligence-

based colleague ROBI. We further focus on trainings and processes that increase the digital

competencies of employees, and we also organize a “maker” conference and coding workshops for their

children.

As a result of our sustainability approach we take our place in the Borsa Istanbul BIST

Sustainability Index

While we produce the highest quality products with our sustainability understanding in order to answer

customer demands all around the World in different geographies, various climate and diverse road

conditions, we are also taking as much responsibility for the social advancement of our country as for

its economic development.

On the one hand, we are decreasing our CO2 emissions with methods that accommodate our operations

with the balance of nature, and on the other hand we are trying our best to provide our contribution to

the society and environment in the field of sustainability through “Brisa Members Educational Support

Association” in education, “Brisaspor Club Lassa Tyres Cycling Team” in sports, “Lassa Tyres Take

Off Safely” for traffic safety, Lassa brand’s social responsibility project for agricultural tyres “Soil is

Our Passion, Joint is Our Future”, “Brisa Museum” as a cultural value, “Let the Cranes Fly” project we

carry out together with WWF-Turkey (World Wildlife Fund) in order to contribute to biodiversity and

to help cranes continue their breed.




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We have been reporting our sustainability practices that we have realized to Global Compact, which we

have become a signatory since 2013.

As members of Brisa Family, we hold the Green Office program diploma, which we have co-created

together with WWF-Turkey, and with which we prove our personal contribution to the environment.

Our Brisa Academy and Museum building inspire us for our sustainability journey with its “LEED

Gold” sustainable building certificate. The Brisa Academy and Museum building host our guests as well

as the Kocaeli public and students from kindergarten to university.

Brisa is one of the leading companies of the World in terms of water savings and reporting and is the

first European company which has earned the right to be accredited fort he ISO14046 Water Footprint

Standard. Brisa is listed in the Golden Statue, which makes up the top 10% of companies in terms of

sustainability performance, as listed by the France based Ecovadis Sustainability Platform that evaluates

the sustainability of automotive industry companies and is listed in the “Extraordinary” statue in the

environment category. More over, Brisa is also listed in the Borsa Istanbul (BIST) Sustainability Index

since 2015, which lists the companies included in the BIST with a high sustainability performance.

We have been sharing this understanding and our decisiveness to proceed along this route in depth with

the public every year since 2012, including our sustainability practices for the past 5 years, according to

the Global Reporting Initiative (GRI). Our 2014 Annual Report was awarded with the “Best B2B

Sustainability Report” Award by Ethical Corporation.

Today, we are a family of 2874. A family that is working hard for the bright tomorrows of Turkey...

With the inspiration we are taking from our vision, while we are performing our best for today, we are

also working hard to design the future journeys that people can’t even dream of today, and to

differentiate customer experience to make it an unprecedented one. With this purpose in mind, through

the directions and follow-up of the Transformation Leadership Team, and the contributions of the

Entrepreneurship Team and the R&D Team, we are thinking about tomorrow, foreseeing the needs of

the future; we are dreaming, designing and together as the whole Brisa family we are realizing.

Brisa, with its smart manufacturing plant based in Aksaray and equipped with advanced production

technologies, the Izmit Manufacturing plant, which has proven its production strength, its R&D Center,

its well-balanced brand portfolio, innovative communication tools and business models, service

innovations, and strong human resources, is determined to prolong its leadership and to add value to its

shareholders.

1.2. Capital and Shareholding Structure

We gathered speed from our reliable shareholders and our giant capital strengthened through the years.

Now we continue to progress on our way, further increasing the momentum of our success.

Authorized Capital : 400.000.000.-TL

Paid-in Capital : 305.116.875.-TL




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Shareholders Holding More Than 10% of the Capital

Shareholder Share Amount

(TL)

Capital

Ratio (%) Voting Right

Voting Right

Ratio (%)

Hacı Ömer Sabancı

Holding A.S. 133.111.388 %43,63 13.311.138.806 %43,63

Bridgestone Corporation 133.111.388 %43,63 13.311.138.806 %43,63

Other 38.894.099 %12,74 3.889.409.888 %12,74

Total 305.116.875 %100,00 30.511.687.500 %100,00

There has not been any change during the financial period regarding shareholder and capital structure.

Disclosure on privileged shares and the voting rights of shares

In accordance with the Articles of Association, each share holds one voting right at the General

Assembly. There are no privileged voting rights.

1.3. Organization of the company

1.4. Mission, Vision and Corporate Values

Our values and ethics constitute the basis of our strong stance.

Our Mission

To provide superior values to society through sustainable growth.

Our Motto

“We Drive On With Courage”.

Our Vision

We innovate your journey.

Brisa Values




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Safety, Innovation, Customer Focus, Team Work, Business Excellence, Sustainability

Our Ethics

▪ Integrity

We base relationships with our employees and stakeholders on the principles of transparency and

integrity.

▪ Confidenttiality

We protect the confidentiality of our customers, employees and other parties in association.

▪ Conflict of Interest

We use our Sabancı identity not for our personal interests, but for exalting our corporate spirit.

▪ Responsibility

Our responsibility is not only to our own business and partners, but also for the benefit of the society

and humanity at large.

1.5. Steps to Add Value to Our Journey

▪ 1970’S

1974

Incorporation of Lassa Lastik Sanayi ve Ticaret A.S.

Lassa and the BF Goodrich Company sign “Technical Know-How” and “Engineering Services”

agreements.

1975

Selection of the first “Lassa” logo via a design competition.

The establishment of a dealer network in Turkey, granting dealership authorizations to 186 dealers

across 60 provinces.

Undersigning an agency agreement with BF Goodrich. LISA Lastik Ithalat ve Satış A.S. starts to import

tyres under the same brand.

1977

Test production starts at the manufacturing plant.

The first comprehensive TV and press promotional campaigns.

1978

Lassa Lastik Sanayi ve Ticaret A.S. commences mass production.

Organization of the First Lassa Dealers Convention.

1979

The company turns a profit for the first time.

Turkey’s first steel-belted radial passenger tyre enters production.

One-millionth Lassa tyre produced.

Establishment of Lassaspor (currently known as Brisaspor).

▪ 1980s

1980

Turkey’s first radial snow tyre.

Production of the Loder, Turkey’s largest local off-road tyre, commences.

From our first day of service up until today, our vision and our brave steps towards the

future have always shed light on our path. We wish to be able to inspire all of our

stakeholders in this direction and to be able to finish all of our years with the confidence

success brings




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1983

Turkey’s first steel-belted van/ light truck tyre enters production.

1985

Turkey’s first wide tread tyre enters production.

Turkey’s first ECE (Economic Commission for Europe) certified tyre enters production.

1986

Number of dealers reaches 550.

1987

Lassa’s total exports grow to five million tyres, and the number of export countries reaches 32.

1988

Signing of the joint venture agreement between Bridgestone Corporation and Sabancı Holding. The

name of the company changes to BRISA Bridgestone Sabancı Lastik Sanayi ve Ticaret A.S.

ARGESA production plant starts to operate at full capacity.

1989

Groundbreaking for the construction of an additional production plant following the Bridgestone

Corporation/Sabancı Holding partnership.

Start of test-production of radial passenger and radial bus/truck tyres at the new plant.

Establishment of the Bridgestone dealership network.

▪ 1990s

1990

New production plant begins mass production.

Brisa adopts Total Quality Management.

1991

Turkey’s first 60-series tyre (RE 88) enters production.

Celebration of the First National Quality Day.

With Turkey’s first Bridgestone tyre export, Brisa becomes one of the global production hubs for

Bridgestone products.

Turkey’s first H-rated (210 km/h) high performance passenger tyre enters production.

Bus/truck steel-belted radial tyres introduced.

1992

Turkey’s first V-rated (240 km/h) high performance passenger tyre enters production.

ISO 9001 Quality Assurance Standards certification.

1993

Brisa receives Turkey’s first National Quality Award granted jointly by the Turkish Industrialists’ and

Businessmen’s Association (TÜSIAD) and the Quality Association (KALDER).

Brisa Suppliers Convention organized.

1995

First tyre sale to the European automotive industry.

Establishment of Turkey’s first Online Dealer Information System.

Tyre Service Center commences operations at the Istanbul Grand Terminal.

Total annual tyre production exceeds four million, exports exceed two million units.

Brisa becomes a member of the European Foundation for Quality Management (EFQM) Board of

Directors.

BS 7750 Environmental Management Systems certification.

1996

Brisa wins the “European Quality Award” presented by the European Foundation for Quality

Management (EFQM).

Brisa granted the "Best Managed Plant" award by the Bridgestone Corporation.

Brisa receives the “Green Chimney Award” from the Kocaeli Chamber of Industry and the

“Environment Award” from Istanbul Chamber of Industry.

The Istanbul Chamber of Commerce's first “Technology Development Award” goes to Brisa.




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Brisa becomes the first company in Turkey and the second in Europe to obtain ISO 14001 Environment

Management Systems certification.

The Automotive Industrialists Association grants Brisa the “Best Performing Supplier Award.”

1997

Brisa shares its business excellence journey that led to the European Quality Award in the European

Foundation for Quality Management (EFQM) Winners' Conference held in 20 countries.

1998

Realization of 21 training programs under the title “Brisa Shares Quality.”

Corporate website established in Turkish and English.

1999

Brisa obtains QS 9000 Automotive Sector Quality Systems certification.

Brisa’s Tyre Testing Laboratory becomes Turkey's first Turkish Standards Institute (TSE) accredited

laboratory within the framework of the EU Directives.

Brisa receives Toyota’s “Top Scoring Supplier Award.”

▪ 2000s

2000

Launch of the Road Assistance Service, a milestone for the tyre industry.

2001

Turkey’s first 4x4 tyre (Lassa Competus) launched.

Establishment of the Brisaspor Women’s Cycling Team.

2002

Introduction of the Enterprise Resource Planning System (SAP) and the Dealer Information System, a

B2B project, another pioneering achievement in the tyre industry.

2003

Brisa obtains ISO/TS 16949: 2002 Automotive Sector Quality Systems certification.

Turkey’s first asphalt rally tyre enters production.

Brisa obtains TS-ISO 9001: 2000 Quality Management Systems certification.

2004

Brisa receives Toyota’s “Best Scoring Supplier 2003" award.

Brisa wins MAN’s “Top Scoring Supplier" award.

Turkey’s first gravel rally tyre enters production.

Turkey’s first W-rated (270 km/h) ultra-high performance passenger tyre (Lassa Impetus Sport).

Brisa Tyre Testing Laboratory obtains TS EN ISO/EC 17025 General Requirements for the Competence

of Testing and Calibration Laboratories certification.

Brisa receives Turkish Standards Institute’s “Quality Award”.

Brisa obtains the Product and System Certification (CCC) by the Chinese Quality Center (CQC).

2005

Turkey’s first W-rated (18-inch diameter) ultra-high performance passenger tyre (Lassa Impetus Sport).

Turkey’s leading tyre manufacturer Brisa launches aUSD 168-million capital investment program for

the construction of new facilities. The company’s total production area reaches 300,000 m2 with a 50%

growth.

Brisa obtains ISO 14001:2004 certification, the latest version of Environment Management Systems

standards.

Brisa organizes a press conference with Michael Schumacher, the Formula 1 champion, at the first

Formula 1TM Turkish Grand Prix.

2006

Lassa Atracta, the first passenger radial with an asymmetric tread pattern, is introduced.

Filofix Road Assistance Service launched for commercial vehicle fleets.

2007

Bridgestone becomes the exclusive tyre supplier of Formula 1TM.

Ahead of the Turkish Grand Prix Formula 1TM, drivers meet the fans at Dolmabahçe Palace, Istanbul.

The Lassa Rally Team wins the Turkish Rally Teams Championship.




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2008

Lassa changes its 30-year logo.

Celebration of the 20th Anniversary of the partnership between Bridgestone Corporation and Sabancı

Holding.

The Lassa Rally Team wins the Teams' Cup, Drivers’ Cup, Co-drivers' Cup and Group N Cup titles at

the Turkish Rally Championship.

Lassa’s overseas customer base expands to include 55 countries throughout the world.

Bridgestone receives an award for the “Trafikte Dikkat On Bin Hayat (Caution on Traffic Saves

Thousands)” Road Safety Platform with the campaign “Farım da Açık, Yolum da" (My Headlights Are

On, My Road Is Open).

2009

Lassa commences production and sales of the AGRI 1 Radial Agricultural Tyre.

With a long list of achievements in the Turkish Rally Championship since its establishment in 2007, the

Lassa Rally Team begins representing Turkey in the Italian Gravel Rally Championship.

Brisa wins first prize in the “Individual Performance Management” category at the Sabancı Golden

Collar Awards.

▪ 2010s

2010

Launch of the “Yola Güvenli Çık, Yolun Hep Açık (Set Off Safely for A Clear Road Ahead)” campaign

as a part of the social responsibility and road safety campaign “Think Before You Drive” endorsed

globally by Bridgestone.

Brisa assumes Turkish operations of Bandag, an American-based tyre retreading company, from the

European subsidiary of Bridgestone Corporation (Bandag AG) for a fee of USD 3.6 million.

Lassa’s website is published in eight foreign languages.

Foundation of the Brisa Academy.

Brisa wins first prize in the “Individual Performance Management” category of the Sabancı Golden

Collar Awards for the second consecutive year.

The company wins the Grand Prize in the “Excellence” category at the Sabancı Golden Collar Awards.

2011

Launch of Brisa’s “Lastiğim” (My Tyre) project, which unites independent sales points under Brisa’s

umbrella.

Launch of “lastik.com.tr”, Turkey’s first web-based at-home tyre replacement and maintenance service.

The Antenna Shop opens in Maslak, Istanbul featuring state-of-the-art technology and innovative

services, also designed as a training center for Brisa personnel and dealers.

Lassa brand strikes sponsorship deal with Bolton Wanderers (English Premier League), Espanyol

(Spanish Liga de Fútbol Profesional) and Borussia Mönchengladbach (German Bundesliga) football

clubs.

Brisa wins first prize in the “Market Orientation” and “Investment in People” categories of the Sabancı

Golden Collar Awards.

2012

Bridgestone passenger car winter tyre (Blizzak LM32) enters production in Turkey.

Implementation of the I-CAT application to provide business partners with swift, efficient access to

information, and to develop new channels of communication with Brisa.

Insurance plans begin for tyres stored by customers at the Tyre Hotel.

Grand opening of the largest Lassa signboarded store in Milan, Italy. The number of international Lassa

signboarded stores reaches 39.

“Sustainability” is the theme of the traditional 24th Brisa Improvement Conference.

Lassa tyres ship to Australia, Hong Kong, Venezuela, Tunisia, Albania, Serbia and Sierra Leone for the

first time.

2013




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Celebration of the 25th Anniversary of the partnership between Bridgestone Corporation and Sabancı

Holding.

Decision for a USD 300-million investment in a second production plant to be constructed in Aksaray

Organized Industrial Zone.

Opening of the first Propratik store.

Construction of the Brisa Academy and the Brisa Museum on the basis of sustainability.

The Brisa Museum opens its doors.

Issuance of the first Sustainability Report at A level

United Nations Global Compact signed.

Start of the “Let the Cranes Fly Forever” project in cooperation with World Wildlife Fund (WWF)

Turkey.

Launch of the road safety project, “Güvenli Yolculuk Için Lastik Başına (Take Care of Your Tyres For

A Safe Journey)” in Otopratik stores.

“Corporate Traffic Safety Declaration” signed.

The road safety project “Yola Sağlam Çık (Take Off Strongly),” which focuses on the importance of

healthy nutrition, living and road safety for long haul drivers, receives the “Public Health Award.”

The world’s first mobile truck maintenance and repair service Mobilfix receives the “Customer Oriented

Service Innovation" award.

Turkey’s biggest tyre ever brought in from Bridgestone Corporation Japan.

2014

We have been awarded with the “Most Successful Subsidiary Industry of the Year” award by the

Automotive Manufacturers Association (AMA)

Release of the Dayton brand.

The number of overseas stores reaches 122.

Cooperation begins with the Autority Group, offering brands on the market through Lastik Vs. and

Speedy stores.

The newly redesigned Otopratik store opens its doors in Ankara with the aim of enhanced customer

satisfaction.

Manufacture and roll-out of the first Y speed class Lassa tyre.

Introduction of the environmentally friendly automobile tyre Lassa Greenways and new generation

snow tyre Snoways 3.

The first supplier evaluation system in place, high-performing companies awarded.

Public exposure of our 2013 sustainability initiatives at the GRI A+ level

Green Office Program launched in collaboration with WWF-Turkey

Brisa Academy and Museum obtain LEED Gold sustainable building certification.

Number of trainees at the Brisa Academy reaches 3,592 through 24 programs.

ISO 27001:2013 Information Security Management System certification.

Brisa's Greenhouse Gas Emissions from business operations verified within the scope of ISO 14064:

Verification of Greenhouse Gas Emissions.

Brisa named National Champion in the European Business Awards.

2015

The company is listed on the Borsa Istanbul Sustainability Index for the period between November 2015

and October 2016.

Lassa brand becomes the Global Official Tyre Partner for FC Barcelona.

National football player Arda Turan becomes Lassa's brand ambassador.

Brisa becomes the Official Partner in Turkey for the around-the-globe journey of Solar Impulse, an

aircraft working solely on solar power without the use of any fossil fuels.

Brisa wins the “Digital Sector Leader” and ‘Pioneers of Digitalization’ awards in Accenture Digitization

Index and the ‘Database Transformation Project of the Year award in the SAP Forum Awards.

2014 Sustainability Report named the “Best B2B Sustainability Report” by the Ethical Corporation.

Brisa is included in the Climate Disclosure Leadership Index, ranking among the top five companies in

Turkey in terms of carbon reporting, and is placed in the best performance band in Turkey thanks to the

B+ grade earned for maintaining a small water footprint.




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Brisa is qualified for EN 15838:2009 Customer Contact Centers Service certification, indicating that its

services are in accordance with European Union standards.

Brisa is ranked second in the Innovation Strategy category in the Innova-League Awards of the Turkish

Exporters' Assembly.

Brisa receives grand prize in the “Business Continuity/Resilience Strategy of the Year” category of the

CIR Business Continuity Awards.

2016

Brisa's water footprint verified within the scope of ISO 14046: Verification of Water Footprint standards

Bridgestone Potenza S001 Run-Flat tyres, which can drive even if the wheels go flat, have started to be

produced in our Izmit factory.

We agreed with the e-platforms AutoPratik and ProPratik service points for the procurement of spare

parts.

In order to strengthen women in business, we launched “Heroines of the Customer– Customer Service

Expert Certificate Program” with the Brisa Academy.

We were the first company in Turkey and Europe to be awarded the ISO14046 Water Footprint

Standard.

We have been awarded Green Office diplomas for our Izmit Administrative Building and Altunizade

Offices with works that have been passed through with the cooperation with WWF-Turkey.

2017

Brisa R&D Center has been certified with the incentives of the Turkish Ministry of Science, Industry,

and Technology.

We completed our investment for a special mixing technology, which is a first in the industry, and

started mass production in order to develop tyres for automotive companies in global standards.

We created a new category helping to expand the Run Flat Tyre (RFT) technology in our industry by

offering the Bridgestone Driveguard tyres.

We started the domestic production of Dayton branded tyres.

Bandag introduced its new slogan “BUILT FOR BETTER” and introduced its new logo at its 60th

foundation year.

We started the “Pioneers of the Journey” innovation competition amongst our business partners.

Brisa received the Golden Statue by the French based Ecovadis Sustainability Platform and was included

in the “Extraordinary” statue in the environmental category.

We activated the “Tracers” project, which is an internal employee-honoring platform.

2018

Our second manufacturing plant, which is also our first production base with smart factory status,

constructed in Aksaray Organized Industrial Zone started its operations.

We accelerated the pace of making our business processes autonomous and we included Robi, the first

team member of our group operating with artificial intelligence, to our business processes.

We activated the new business model “Genba Room”.

We started selling Otopratik branded vehicle batteries.

We started the “Pioneers of the Journey” open innovation program in order to support entrepreneurship

and entrepreneur candidates.

We started selling our products with the “Domestic Production” logo.

2019

In memory of the 30th year of our company, we carried out the renovation works of 3 schools in Aksaray

Ortaköy district.

We broke the monthly export sales record 3 times in 2019 and finalized the shipment of 500,000 tyres,

bringing the record to a historical level.

We broke a total of 7 production records within 2 days at our smart manufacturing plant based in

Aksaray.

We have achieved "Dynamic Experiment" and "Total Experiment" records of all time in our Tire

Experiment Laboratory, which has been accredited with ISO17025 standards.

We completed the Design Registration process for 2 new products of Lassa Tyres, which were designed

and developed in our R&D Center in Izmit.




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With the collaboration of E-Sarj, We started to provide charging services for electric vehicles in

Otopratik stores and tyre sales points.

We started the Digital Fleet era with our innovative services.

We published "Courageously Moving Forward" and "We Too Courageously Move Forward" books.

Brisa Academy is accredited as an Accredited Personnel Certification Institution.

We established the Young Advisory Board.

1.6. Our Awards

Sustainability, Innovation, R&D, and Digitalization Awards:

• Brisa once more proved its success at the Bridgestone Regional Awards

Brisa's “Reduction of Groundwater Use in Izmit Manufacturing Facility” project was awarded the grand

prize in the environmental category at Bridgestone Regional and Global Awards. Our “Energy

Efficiency”, “ROBI – Our Digital Team Mate”, and “Brisa Academy – The Academy In Touch With

Our Lives” projects were deemed worthy of awards in environmental, management foundations, and

contribution to people categories respectively at the Bridgestone Regional Awards.

• Brisa once again proved that Bridgestone has leading production bases

Bridgestone awarded both manufacturing plants of Brisa in accordance with its “In Harmony with

Nature” targets as laid out in the Environmental Mission Declaration at the “Recognition on

Biodiversity” program, which is organized for the first time in 2019.

• Brisa became the leader of Turkey in the Supply Chain contest

Brisa Supply Chain team won the Turkish final of the international supply chain game, “The Fresh

Connection”, and became entitled to represent Turkey in the World Championship to be held in Greece

during September.

• Brisa’s Pride in the Industrial Leaders Program

Brisa employees took the first place on an individual basis at the finals of the second phase of the IN-

LEAD Industry Leaders program with their performances throughout the program. In the projects

evaluation, the joint project of Brisa and Kurds employees was deemed worthy of the first place.

• Bronze Award from SAP to Brisa

Brisa received the Bronze award in the Cloud Transformation category at the SAP Global Summit event

with the B2C Hybrids Cloud transition project.

• We are in the top 20 list of SAP Global with lastik.com.tr

As part of our digital map conversion path, which includes processes for end users, Brisa’s Lastik.com.tr

B2C upgrade and migration project became the first project to go on live on the CCV2 (Cloud

Commerce Version 2), and the project took its place amongst SAP’s global top 20 list.

• TEGEP awarded Brisa Academy’s Women’s Program

Brisa received The Best Project Integration Award from Turkey Education Volunteers’ Platform

(TEGEV) for its Heroes of the Customer Certificate Program at the institution’s annually organized

Education – Development Awards.

• Lassa Tyres also the most durable supporter of cycling

Anyone to whom we can reach and to whom we can contribute is the definition of award for

us.

http://www.lastik.com.tr/




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Sakarya Municipality awarded Lassa Tyres, which is one of the sponsors of the World Mountain Bike

Marathon Championship to be held in Sakarya province in 2020, with the “Cycling Friendly Company”

title.

Promotion and Marketing Awards:

• Golden Compass Award given to Brisa for Internal Communication

The Turkey Public Relations Association awarded Brisa with the Grand Prize for its Creative Innovator

– Tracers project in the Internal Communication Category.

• Lassa Tyres chosen as the Most Reputable Tyre Brand of Turkey

Lassa Tyres was chosen as the Most Reputable Tyre Brand of Turkey in the Turkish Reputation Index

Research conducted by the Yiddish Technical University.

• 3 awards for Lassa Tyres

Lassa Tyres received the “Silver” awards in “Mobile Social”, “Mobile Native” and “Mobile Video”

categories in the Smarties Awards held by the Mobile Marketing Association with the participation of

250 strong brands.

1.7. Board Member

The names of the members of the Board of Directors and their curriculum vitae as of December 31,

2019, are provided below:

Board Member’s Name -

Surname Executive or Non-Executive

Duty

Cenk Alper Executive Chairman of the Board

Naohisa Yoda Executive Vice-Chairman of the Board

Mustafa Bayraktar Non - Executive Board Member

Barış Oran Non - Executive Board Member

Frederic Jean Hubert Cecile

Hendrickx

Non - Executive Board Member

Mete Ekin Non - Executive Board Member

Makoto Hashimoto Non - Executive Board Member

Ahmed Cevdet Alemdar Executive/CEO Board Member

Saadet Ruba Unkan Ergener Non - Executive Board Member

Mehmet Tanju Ula Non - Executive Independent Member of the Board

Mehmet Kahya Non - Executive Independent Member of the Board

The Chairman of the Board and the Board Members have the duties and powers bestowed upon them

that that are indicated in the relevant Articles of the Turkish Commercial Code and the Articles of

Association.

The Board Members are elected within the framework of the provisions contained in the Articles of

Association of our Company, pursuant to the Turkish Commercial Code and the relevant legal

arrangements. The replacements take place under the resolutions of the Board of Directors, and they are

submitted for approval of the General Assembly following Ordinary General Assembly Meeting.




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Cenk Alper / Chairman of the Board

Assignment Period: 01.04.2017 – until the Ordinary General Meeting of the year 2020.

Cenk Alper graduated from from Middle East Technical University in Mechanical Engineering

Department in 1991 and completed his graduate degree again at the same Department in 1994. In 2002,

Alper completed his MBA studies at the Sabancı University.

Alper started his career as a process engineer at Beksa in 1996 and assumed several different managerial

positions at the company’s international positions abroad between the years 2002 – 2007. He joined

Kordsa Global in 2007 and assumed the positions of Global Technology Director, Technology and

Market Development Vice President, Operations Vice President before being appointed as the Kordsa

Global CEO in June 17, 2013. Alper was appointed the role of the Industry Group President of Sabancı

Holding in April 1, 2017. Since August 1, 2019, Alper has been assuming the role of CEO of the Sabancı

Holding.

In-Group:

H.Ö. Sabancı Holding A.S. / CEO

Sabancı Dijital Teknoloji Hizmetleri A.S. / Member Of The Board

Kordsa Inc. (United States of America) President

Kordsa Inc. United States of America) Chairman of the Board

Kordsa Brasil S.A. Chairman of the Board

PT Indo Kordsa Tbk (Indonesia) Chairman of the Executive Board

PT Indo Kordsa Polyester (Indonesia) Member of the Executive Board

Thai Indo Kordsa CO. LTD. (Thailand) Member of the Executive Board

Enerjisa Enerji A.S. Member of The Executive Board

Temsa Iş Makinaları Imalat Pazarlama Ve Satış A.S. Chairman of The Board

Temsa Motorlu Araçlar Pazarlama Ve Dağıtım A.S. Chairman of The Board

Temsa Ulaşım Araçları Sanayi Ve Ticaret A.S. Chairman of The Board

Enerjisa Üretim Santralleri A.S. Member of The Executive Board

Non-Company Positions

Turkey – United States Business Council (TUBC) Member of the Board

ISO-Istanbul Chamber of Industry Member

KALDER – Turkey Quality Association Member

TÜSIAD-Turkish Industry and Business Association Member

Naohisa Yoda / Vide President of the Board


After graduating from the Hokkaido University Faculty of Fisheries, Oceanography, Naohisa Yoda

joined Bridgestone Corporation in April 1985

Yoda has been appointed as the General Manager of the Hikone Manufacturing Plant Production in

September 2004. After assuming the Lead Advisor and Operation Manager of Bilbao Manufacturing




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Plant in November 2006, Director of the Production Technology of Technical Center Europe in

November 2008, Tokyo Manufacturing Plant Manager in March 2011 and Director of Kyushu

Production and Kurume Plant Manager in January 2013, Yoda was appointed the Vice President and

Officer of Japan Tire Production. After then, Yoda has been appointed Vice President and Officer of

Tire Supply Planning and Logistic, GLC Administration in March 2016, and Vice President and Officer

of Tire Operation Management and Service in January 2017, Vice President and Officer of Internal

Manufacturing and Procurement concurrent TOMS in January 2018, and Vice President and Senior

Officer of Supply Chain Enhancement in January 2019. Since September 2019, Yoda has been assuming

Vice President and Officer of Brisa.

Makoto Hashimoto / Board Member


After graduating from the Keio University Management Engineering Department, Makoto Hashimoto,

joined Bridgestone Corporation in April 1985.

Hashimoto has been appointed as the General Manager of the Bridgestone Corporation Production

Engineering Department in April 2005. After assuming the Plant Manager roles of Amagi

Manufacturing Plant in January 2009 and Hikone Manufacturing Plant in March 2010, Hashimoto has

been appointed as the Mid – Japan Tyre Production Department Director in January 2011. Hashimoto

became the Global Production Management and Logistics Department Director in April 2012, Global

Supply and Logistics Department Director in July 2013, Internal Production Management, GLC

Planning and Management Associate Vice President in March 2015, and Senior Vice President of the

same position in January 2016 and finally the GLC Supply Senior Vice President in July 2016.

Hashimoto has been appointed as the Bridgestone Corporation Vice President as of January 2017 along

with being appointed as the Brisa Vice President of the Board and Joint Venture Managing Partner in

January 2017.

Non-Company Positions:

In-Group:

Bridgestone Europe, Middle East, Africa Operations (BSEMEA) Member of the Board

Bridgestone Corporation Vice President

Mustafa Bayraktar / Board Member

Assignment Period: 04.19.2004 - until the Ordinary General Meeting of the year 2020.

Mustafa Bayraktar graduated from the Finance Department of Alabama University and graduated from

Boston College in the same field. Since 2002, he has been serving as the Chairman of the Board of

Directors of H. Bayraktar Yatırım Holding A.S.


Non-Group:

Baylas Otomotiv A.S. Chairman of the Board

Baytur Motorlu Vasıtalar Tic. Chairman of the Board




22

Bayraktar Otomotiv A.S. Chairman of the Board

Bayraktar Holding A.S. Chairman of the Board

Ege Fren Sanayi ve Ticaret A.S. Chairman of the Board

Ege Industry and Trade Inc. Chairman of the Board

Barış Oran / Board Member

Assignment Period: 04.30.2012 - until the Ordinary General Meeting of the year 2020.

Barış Oran graduated from Boğaziçi University, Department of Business Administration, completed his

MBA studies at the University of Georgia and Advanced Management Program at the Kellogg School

of Management, Northwestern University.

Baris Oran is the CFO of Sabancı Holding. He started his career as an auditor at Price Waterhouse

Coopers and from 1998 to 2003, worked at Sara Lee Corp in Chicago IL, in audit, finance and

treasury/capital markets. Between 2003 and 2006, he worked as Senior Manager at Ernst and Young

initially at Minneapolis, MN and then in Europe, Middle East, Africa and India regions. He started

working at Kordsa Global in 2006, and held positions of Internal Audit Director, Global Finance

Director and CFO respectively. Oran has started at Sabancı Holding in 2011 as Finance Director, and

held positions of Sabancı Holding CFO since 2016.


In-Group:

Sabancı DX Sabancı Dijital Teknoloji Hizmetleri A.S Chairman of the Board

Teknosa Iç ve Dış Ticaret A.S Chairman of the Board

Enerjisa Enerji A.S. Member of the Board

Enerjisa Üretim Santralleri A.S. Member of the Board

Carrefoursa Carrefour Sabancı Ticaret Merkezi A.S. Member of the Board

Çimsa Çimento Sanayi ve Ticaret A.S. Çimsa Member of the Board

Non-Group:

TUSIAD, BUMED and TUYID Member of the Board

Frederic Jean Hubert Cecile Hendrickx / Board Member

Assignment period: From September 18, 2015 tothe Ordinary General Assembly Meeting in 2020.

Frederic Jean Hubert Cecile Hendrickx graduated from the University of Leuven Law School in

Belgium in 1991. In addition, he studied Environmental Management at University of Antwerp

(Belgium) and Energy Law at University of Copenhagen (Denmark).

He started his career at the headquarters of United Nations Environment Program in Nairobi, Kenya,

and worked for a year in the International Agreements Section of the Danish Ministry of Environment.




23

In 1993, Mr. Hendrickx joined the Bar Association of Brussels and worked at American law firm Hunton

Williams until 1999. He then joined General Electric, assuming various legal leadership roles most

recently for GE’s Life Sciences Division in Stockholm and London offices.

Starting from mid-2015, he has been acting as Legal and Compliance Vice-President, General Advisor

and Secretary of the Board of Directors at Bridgestone Europe. Frederic Hendrickx also acts as a visiting

professor of International Business Law in the Advanced Business Management program at UC Leuven

Limburg in Belgium.


In-Group:

Legal and Compliance Vice-President, General Advisor and Secretary of the Board of Directors at

Bridgestone Europe

Mete Ekin / Board Member


Mete Ekin graduated from Istanbul Technıcal University Chemical Engineering Department in 1993.

He then completed his graduate degree in Hartford University Connecticut in 1995. Mete Ekin is a fluent

user of English, Italian and German languages.

In March 2016, Mete Ekin joined Bridgestone as the Regional Manager of Bridgestone Middle East

Africa FZE responsible from the MEA markets (50 countries).

Mete Ekin took several different managerial positions in Turkey, Italy, Egypt and MENA region and

has more than 21 years of experience in the tyre industry. Erkin started his career in Turk Pirelli. During

his last five years in the company, until 2015, he held General Manager and CEO positions. Before his

appointment to this position, Ekin assumed several managerial positions such as the Sales and Marketing

Assistant General Manager of Pirelli Egypt and as the Global Commercial Business Unit Marketing

Manager of Pirelli Italy’s General Management Quarters.


In-Group:

Bridgestone Middle East Africa FZE (MEA) Regional Manager




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Ahmed Cevdet Alemdar/ Board Member


Between 1993-2002, he worked as Product Leader and then Wire Products Director in Beksa, Sabancı

Holding-Bekaert Joint Venture. From 1998 onwards, he additionally took over the role of Bekaert’s

Sales Manager for Construction Materials in Middle East. From 2002 to 2005, he worked as Commercial

Director in Sakosa.

In 2005, he joined Kordsa Global as General Manager of Kordsa Brazil and as Sales and Marketing

Director of South America. From 2007 to 2009, based in Bangkok Thailand, he worked as Managing

Director for Thai Indo Kordsa and Kordsa Qingdao Nylon Ent., as well as Sales and Marketing Director

for Asia Pacific. In 2009 and 2010, he worked in Shanghai as Global Business Development Director,

while maintaining his roles in Kordsa Qingdao Nylon Enterprises and Asia Sales and Marketing. From

2010 to 2013 he took role as Kordsa Global’s Vice President in charge of Technology and Market

Development.

In 2013, he was appointed as General Manager of Temsa Construction Equipment.

Since May 2017 onwards, he has been CEO of Brisa.

Cevdet Alemdar graduated from Industrial Engineering Faculty of Bogazici University in 1992. He also

was granted with an MBA degree in Sabancı University.


In-Group:

LASDER (Tyre Manufacturers Association) Member of the Board

LASID (Tyre Manufacturers and Importers Association) Chairman of the Board

Saadet Ruba Unkan Ergener / Board Member

Assignment Period: From 22.03.2018 - until the Ordinary General Meeting of the year 2020

S. Ruba Unkan Ergener graduated from Université Panthéon- Assas, Paris II, Law Faculty’s Taxation

and Business Law section. She holds a Master of Laws (LL.M) degree from New York University Law

School on Trade Regulation and has completed her law equivalence degree at Dokuz Eylül University.

She started her career in 2002 as a lawyer with Hergüner Bilgen Özeke Law Firm, mainly working on

privatizations and M&A deals. Joining H.Ö. Sabancı Holding A.S. as Legal Counsel on 2006, she

worked extensively on privatization projects, joint venture agreements and numerous inbound and

outbound M&A projects regarding the Sabancı Group companies until 2013.

Between 2013- 2014, she worked as Senior Lawyer, Middle East and Africa at IBM. Since September

2014, she is working as Director of Legal Affairs at H.Ö. Sabancı Holding A.S.

S. Ruba Unkan Ergener is a member of the Ethics Board, in charge of investigating and resolving all

notifications concerning violations of the Sabancı Group’s Code of Business Ethics.

She is admitted to the Bar in New York and Istanbul.


In-Group:




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Director of Legal Affairs, H.Ö. Sabancı Holding A.S.

Carrefoursa Carrefour Sabancı Ticaret Merkezi A.S., Member of the Board

TurSA Sabanci Turizm ve Yatırım Işletmeleri A.S., Member of the Board

Ankara Enternasyonel Otelcilik A.S., Member of the Board

Mehmet Tanju Ula / Independent Member of the Board


Mehmet Tanju Ula was born in Zonguldak in 1947. He completed his secondary school education at the

Kadıköy Maarif College and then enrolled to the Mechanical Engineering School of the Middle Eastern

Technical University to receive his B.SC in 1969 and M.SC in 1971. He worked as a Project Engineer

at the ATAS Refinery between 1971 – 1974 period and at the TPAO General Management between

1975 – 1976 period.

He started working as Planning Engineeri at LASSA A.S. on 01.06.1976 and later on assumed the

position of Product Planning/Control and Production Planning Director. In 1985 he became the supply

Director of Kordsa A.S., where he later became the Commercial Assistant General Manager, Mehmet

Tanju Ula assumed the General Management position at Dusa A.S. in 1996, at Sakosa A.S in 1999, and

at Beksa A.S. in 2004.

Mehmet Tanju Ula returned to Kordsa A.S. as the General Manager in 2005 and following the

reorganization of the Kordsa Global A.S., he served as the Vice President and Region One General

Manager until his retirement in 2009. Following his retirement, he took the Secretary General position

of the Sabancı Museum for a year and a half. He is currently an Independent Board Member of the

Directors Committee (Board of Directors) of the PT Indo Kordsa TBK, Indonesia.


In-Group:

PT Indo Kordsa TBK, Indonesia Directors Committee, Independent Member of the Board

Mehmet Kahya / Independent Member of the Board


Mehmet Kahya attended the Yale University to complete his double major undergraduate degrees at the

Chemical Engineering and Economy Faculties. He received his MBA from the Kellogg School of

Management in Finance, Marketing and Operational Research.

Mehmet Kahya began his career in Sabancı Holding as a Management Services Supervisor at SASA

and then became the founder and leader of the MKM International (Netherlands) and Sibernetik

Sistemler companies. He returned to the Sabancı Group as the Automotive Group Vice President, and

also assumed the positions of Temsa Vice Presidency and Presidency, ToyotaSa Vice Presidency,

Sabancı Holding Planning and Processing Council Membership and TEmsa, ToyotaSa, Susa and

Sapeksa Board Membership.

Mehmet Kahya later assumed Executive Director and Vice President of the Executive Board position at

Carnaud Metalbox, Presidency position at Uzal Makina, Executive Board Membership at Uzel Holding,

General Manager and Paint Group Vice Presidency at DYO, Executive Board Membership at Sarten

AMbalaj, Vice Chairman of the Management Board at Gierlings Velpor (Portugal), and Presidency at

Assan Aluminyum.




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Mehmet Kahya is still offering strategy, reorganization, profitability transformation, growth, mergers

and acquisitions consultancy services at the Kronus company, which he founded, and is an Independent

Board Member at Carrefoursa, Çimsa, Yunsa companies, Board Member at Electrosalus, and

Shareholders’ Consultant at Enerjeo Gediz and Enerjeo KEmaliye companies.


In-Group:

Carrefoursa Carrefour Sabancı Ticaret Merkezi A.S. Member of the Board

Yunsa Yunlu Sanayi ve Ticaret A.S. Independent Member of the Board

Çimsa Çimento Sanayi ve Ticaret A.S. Member of the Board

Non-Group:

Electrosalus Biyomedikal Sanayi ve Ticaret A.S. Member of the Board

Enerjeo Gediz Enerji Enerji Üretim A.S Shareholders’ Consultant

Enerjeo Kemaliye Enerji Üretim A.S Shareholders’ Consultant




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1.8. Executive Committee

Ahmed Cevdet Alemdar

General Manager

Born in 1970, Ahmed Cevdet Alemdar graduated from the Industrial Engineering at Boğaziçi

University, and finished his MBA at Sabanci University. On May 15, 2017, he became CEO.

Makoto Hashimoto

Executive Partner

Born in 1960, Mr. Hashimoto graduated from Keio University Department of Engineering Management

(Japan). He has been working at Bridgestone Corporation since 1985 and at Brisa since January 1, 2017.

Yoshio Iwasaki

Technical Groups Director

Seiichiro Tokunaga was born in 1968 and graduated from the Mechanical Engineering and Materials

Science Department of Yokohama National University(Japan). He joined Bridgestone Corporation in

2009 and began his duties at Brisa on end of June, 2018.

Non-corporate responsibilities: none.

Resat Oruç

Assistant General Manager of Finance

Born in 1977, he is a graduate of Marmara University, Department of Economics. He studied Economics

at the University of Guelph (Canada) and has been working at Brisa since 01.06.2010.


Yakup Demir

Assistant General Manager, Sales

Born in 1972, he is a graduate of Yildiz Technical University, Department of Naval Architecture and

Marine Engineering. He has been working at Brisa since 07.04.1997.


Ahmet Halit Şensoy

Assistant General Manager, International Markets and OE

Born in 1960, he is a graduate of Middle East Technical University, Department of Industrial

Engineering. He has been working at Brisa since 06.04.1988.





28

1.9. Investor Relations

We thank the valuable investors who have displayed their confidence in the vision and steps taken by

Brisa and encouraged us with their trust and support to embark on new steps ahead

We visited our Aksaray Manufacturing Plant with our individual investors

We visited our Aksaray Manufacturing Plant with our individual investors, some of whom are holding

Brisa shares since 1980s. We shared with our individual investors the value Brisa creates for our

homeland, our preparations for the future and the smart Technologies of our manufacturing plant. We

would like to extend our gratitude to our shareholders for the trust they have placed in our company.

Amendments to the Articles of Association within the Period

The Article 4 of the Articles of Association have been amended on the basis of the approvals obtained

from the the Repuclic of Turkey Capital Market Board and Ministry of Customs and Trade, and these

amendmends have been approved at the Ordinary General Assembly Meeting held on March 22, 2019.

The new version of this Article is as follows;.

OPERATIONAL PURPOSE AND LINE OF BUSINESS

Article: 4 – The operational purpose and line of business of the Company covers the acquisition and

production of, including, but not limited to, all types of inner and outer tyres, shoe products, resins,

natural and artificial rubber parts including rubber belts and chemical materials, rubber replacement

materials, the materials bearing rubber qualities or used for the same purposes, and the materials partially

or wholly made of rubber; performance and provision of wheel coating works and services, and

rendering trading and services related with any kind of other products, spare parts and accessories related

to automotive industry.

The Company may particularly perform, including, without limitation, the following activities in order

to achieve its operational purposes specified above:

a) To purchase, import and produce the machinery spare parts and components related with its line of

business;

b) To perform importation, exportation and domestic trade of the raw materials, auxiliary materials,

semi-finished products and finished products related with its line of business;

c) To obtain the permits, concessions, licenses, and patents related with its operational purpose and line

of business, to assign them to others in part or as a whole, to acquire those belonging to others, and to

execute Know-How agreements;

d) To take out short-, medium-, and long-term loans from local and foreign markets, to receive

endorsement loans and guarantee credits, to put lien on the Company’s real properties when required,

and to issue debentures;

e) To acquire, operate, lease, rent, and, if required, purchase and sell any kind of movable and

immovable properties and incorporeal rights related with its operational purposes and line of business;

to establish and register mortgages on any movable and immovable properties of the third parties in

favour of the Company or to acquire any kind of rights on such properties;

f) To be engaged in distribution, representation, commissioning, and agency activities related with its

line of business, to give franchises, to establish organizations in relation thereof, to participate in such

organizations, or to work as a partner in relation thereof; the Company may also assume the

representation and agency of insurance companies.

We are grateful to our valuable investors who have supported and encouraged Brisa to become

an international scale leader




29

g) The Company is qualified and authorized to perform any kind of financial, commercial, and

administrative dispositions and activities, to incorporate companies and to participate in the companies

already established for achievement of its operational purpose and line of business.

h) The principles determined in accordance with the Capital Market Legislation shall apply for

establishment of securities, sureties, collaterals, or right of lien including mortgage, etc. in favour of the

Company and the third parties.

i) The Company may provide any support and assistance for and make any donations to the foundations

and societies established for social purposes, educational institutions, universities, and any other

persons, entities and institutions within the framework of the Capital Market Legislation; and it may

become members of such foundations and societies.

j) The company may set up personnel certification units to perform personnel certification services

according to national and/or international standards, a quality management system for personnel

certification and may carries out assessment and evaluation procedures for examination and certification

purposes. Company can conduct assessment and evaluation procedures for examination and certification

purposes and can provide consultancy services to third parties/ institutions/organizations about

personnel certification. Company can join the activities of non-governmental organizations which is

established for this purpose.

Selection of Independent Auditing Company

At the Ordinary General Assembly Meeting dated 22 March 2019, shareholders approved the

appointment of KPMG Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.S. to audit

financial reports pertaining to the 2018 accounting period and carry out other activities within the scope

of relevant legal provisions in compliance with principles according to Turkish Commercial Code No.

6102 and Capital Market Law No 6362. An independent auditing agreement was signed with KPMG

Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.S. on March 28, 2019.

Dividend Distribution Policy

As stated on KAP (Public Disclosure Platform) and the website, the dividend distribution policy of the

company is as follows:

“The Dividend Distribution Policy of Brisa Bridgestone Sabancı Lastik Sanayi ve Ticaret A.S. (BRISA)

is determined within the framework of the provisions of the Turkish Commercial Code, the Capital

Markets Legislation, the article on dividend distribution in our Articles of Association and in line with

BRISA’s medium- and long-term strategies, investment and financial plans. The policy is formulated

in such a way that considers the national economy and that of the sector while maintaining a balance

between shareholder expectations and the needs of BRISA.

BRISA does not distribute advance dividends.

The dividend distribution policy shall be submitted to the approval of shareholders during the General

Assembly Meeting. This policy shall be reviewed every year by the Board of Directors in the event that

a negative development takes place in national and global economic conditions and in line with the

status of the projects and funds on the agenda. The amendments to this policy shall be submitted to the

approval of shareholders during the first general assembly meeting following the amendment and be

publicly disclosed on the website.”

The Profit Distribution Policy and proposal for distribution of annual profit are available in the annual

report, shared with shareholders at the General Assembly meeting, and publicly announced via the

“Investor Relations” page on our website.

At the 2018 Ordinary General Assembly Meeting, the Board of Directors’ proposal (dated February 20,

2019) for distribution of profit was accepted, and it was resolved that to strengthen financial structure

of the company and to create funds for financing of investments, net profit of the company is not

distributed to Shareholders and reserved as extraordinary reserves.

Stocks and Bonds Issued

No stocks and bonds were issued in 2019.




30

2. Developments and Activities in 2019

2.1. Developments in the Industry

2019 was a year during which we focused both on national as well as international growth in order to

carry the “indisputable leadership” positions of our Bridgestone and Lassa brands into the future. While

continuing with our investments in Izmit, which had been on-going for the last 45 years, we boosted our

production with our Aksaray factory which we have established right at the heart of Anatolia. We

enriched the journey of our customers by delivering services beyond merely providing tires together

with our dealer organisation -Turkey’s strongest within its sector- and our 2.874 skilful employees, thus

undertaking the innovation leadership.

During the period 1 January - 31 December 2019, the Turkish automotive industry experienced a double-

digit shrinkage in the automotive and light commercial vehicles market on a year-on-year basis. Total

vehicle production declined by 6% while the sharpest decline took place in the heavy commercial

vehicle production. On the other hand, Turkey’s total renewal tire market has shrunk by single digits,

far less than the automotive sector, and ended the year with 20.4 million units of production. Under

these conditions Brisa over performed both in consumer and commercial tires segment. Our company

reinforced its leadership position vis-a-vis the total solutions it offered to its customers with its

Bridgestone and Lass branded new winter and summer tires, while one out of every 3 tires sold was

Brisa. Moreover, our brands edged closer to its consumers, with Lassa and Bridgestone becoming the

top two brands among the most reputable tire brands in Turkey. Our Brisa corporate brand also became

the 52nd in the international brand evaluation institution Brand Finance’s “Turkey’s Most Valuable

Brands-Turkey 100” list with its 53 million Dollar value and brand value leader in Tukey’s tire sector.

Moreover, we continued investing in our dealer network throughout the year and remained at the summit

in dealer confidence index.

In 2019 global automotive and light commercial vehicles sales declined by 4,4% against 2018 with

China facing the sharpest decline. In Western Europe vehicle sales increased while there was a slight

decline in Japan, due to excise duty increase, and in USA as a result of increasing vehicle prices. The

developments in the automotive market had an impact on the global renewal tire market; the world’s

passenger and light commercial renewal tire market grew by 1,5% on a year-on-year basis, growth

continued in world’s top largest markets –namely China and USA- while European tire market sales

decreased by 1,8%. Brisa continued to grow in the shrinking European market with its Lassa brand,

entered into 14 new markets and increased its export countries to 83 while Lassa broke a record by

achieving the highest export sales volume in 2019.

All these developments made a positive contribution to our company’s 2019 business results. During 1

January – 31 December 2019 our total unit sales grew by 1,3% while our net sales revenue increased by

18,7% amounting to x billion TL. Our total foreign unit sales increased by 13,6% and our turnover by

38%. Last but not least, our Lassa total international unit sales increased by 10,9%.

In 2019, our Aksaray factory, which is a first in the sector thanks to it being equipped with smart

applications, has become a symbol of our production capability and our contribution to the Turkish

industry. We have continued to undertake a pioneering role in the development of the sector with the

products, services and business models we provide as the innovation leader of Turkey.

We provide 1 out of every 3 tyres that reach to end-users in Turkey by realizing our

investments with our close to people, innovative, technologic and financially well balanced

approach.




31

2.2. 2019 Panorama

We hosted press members and business partners at our Aksaray Factory

In our press meeting for the commercial products segment, we hosted the members of the sectorial press

and a group of 5 people from the national press and our original equipment customers for whom we

supply our tyres directly from our manufacturing plant.

We realized firsts in R&D and production

In 2019, we broke new records and realized firsts in R&D and new generation production. We broke a

total of 7 production records in 2 days in our smart manufacturing plant in Aksaray. We completed the

Design Registration process for 2 new products of Lassa Tyres, which were designed and developed in

our R&D Center. In addition, in July, we realized "Dynamic Experiment" and "Total Experiment"

records in the Tyre Test Laboratory, which received ISO17025 accreditation in July. We continue these

projects with the “Producing innovative tyres using Carbon Nanotube” project, which was approved by

TÜBITAK and developed with the consultancy of Sabancı University.

We Sped Up Entrepreneurship Projects

• We are strengthening our projects geared towards electric vehicle market

With the cooperation of E-Sarj, we aim to meet an important need in the industry by providing charging

service for electric vehicles in Otopratik stores and tyre sales points. In this context, we put our first 3

charging stations into service in Istanbul and Bursa during the year.

• We are included in the program of TÜSİAD's companies that support digital

transformation in industry

We participated in the TÜSIAD SD2 program, which supports the strengthening of the digital

transformation process in the industry, with the technology called "Designing a Digital Tyre Assistant

Using Image Processing Technology".

• We got together with entrepreneurs

We evaluated the cooperation opportunities with 8 different startups and organized a workshop with 22

entrepreneurs in Bilkent Cyberpark during the Brisa - Viveka Startup organization held in Ankara at

METU Technopark CoZone. Our representatives took part in the final demo day event of the Spin-Off

Academic Entrepreneur Acceleration Program as a jury member and speaker during the event hosted by

TOBB University and supported by the Ankara Development Agency.

• The Pioneers of the Journey announced

We encourage entrepreneurs and entrepreneur candidates to develop business ideas, prototypes and

initiatives that will shape the future of the journey. For this purpose, we realized the final stage of our

Pioneers of the Journey open innovation program in Kolektif House Levent. The Stroma Vision

initiative, which analyzes driver behavior to reduce accidents, took the first place; however we plan to

support all projects that reached the final with Brisa's expertise.

We sped up our projects for our digital transformation journey

• We shared our experience in digitization with business and opinion leaders

We shared exemplary projects and our success story at the different events; during the Digital

Experience Workshop we held at SAP’s organization, at the digitalization panel organized with the

cooperation of Kayseri Chamber of Industry and Kalder, and at the 6th of Digital Transformation Days




32

in Industry held by TÜSIAD in order to increase awareness about digital transformation in industry with

"Production Management" theme.

Lassa Tyres’ Journey to Become an International Brand Progresses

• We broke new export records with Lassa Tyres

We broke monthly export sales records with Lassa Tyres 3 times in 2019, and we carried our monthly

sales record to historical heights during the month of July with a shipment of 510.000 tyres. During this

period, for the first time in Brisa history, we sold more than half a million tyres in just one month.

• Lassa Tyres in new markets

Thank to our field visits, we entered 14 new markets with our Lassa brand. As of 2019, we offered our

products to vehicle owners in Senegal, Mali, Congo, Togo, Brunei, Laos, Montenegro, Philippines,

Iceland, Sri Lanka, Yemen, Cambodia, Myanmar, and Ghana. We also opened the first Lassa Tyres

branded store in South Korea's capital Seoul.

• Lassa Tyres Amazon campaign

The “Smile With an Amazon Gift Coupon” Campaign, which Lassa launched for the first time in the

UK in 2018 and achieved successful results, was repeated in May-June period in 2019 with the intense

interest of our distributors. Consumers who bought Lassa Tyres from the sales points participating in

the campaign had the opportunity to win Amazon Gift Certificates up to 40 Pounds.

• Lassa Tyres branded taxis touring the British roads

England's iconic black taxis started their journey on the streets of London with our Lassa Tyres

Transway tyres carrying our Lassa Tyres advertisements on the vehicle.

• Lassa Tyres Chosen as the Sole Tyre Supplier of Austrian Postal Agency Yellow Post

Lassa Tyres, which has been supplying tyres to the Austrian public postal agency Yellow Post for 17

years, became the sole tire supplier of the company. Within the scope of the agreement, Lassa Tyres’

winter tyres will serve a fleet of 5.400 vehicles with its robustness and innovative structure. Lassa Tyres

will supply 100 thousand tyres in 3 years for the postal services in Austria to continue without

interruption even under the most difficult conditions.

• Lassa Tyres attracted great attention at international fairs

Lassa Tyres introduced its brand and product range at the Shanghai China International Tire Expo, held

for the 17th time. The innovative products and services of our brand attracted great attention from

international industry representatives. Lassa Tyres also participated in the Tire Technology Expo 2019

fair, held in Hannover, Germany, where the world's leading tyre technologies are shared.

• Lassa Tyres’ new tyres showcased in Spain

Lassa Tyres unveiled its new 4x4 Competus H/P2 tyre for their Austrian dealers at the Barcelona Parc

Motor Track. After the introduction of new tires, Multiways C, Competus H / P2 and Snoways 4, the

Austrian dealer team of 60 people completed the test drive at 3 different stations of the Parc Motor track.

• We came together with our Ukrainian and Serbian dealers

At the meeting we held with Lassa business partners, we came together with our Ukrainian dealers and

shared information about 2019 applications and products. At the end of the 2-day meeting, which took

place with the attendance of approximately 150 dealers, we gifted a Barcelona trip including the chance

to attend an FC Barcelona game to 2 lucky dealers.

• Lassa Tyres hosted international business partners in Turkey




33

We hosted our Austrian, Iraqi, Libyan, and Spanish business partners at our manufacturing plant in

Izmit. We further organized a special event for our Azerbaijani dealers Antalya. We also came together

with our Romanian business partners in Istanbul.

We Strengthened Our Brand Promotion and Sales Activities to Become the First Choice of

Domestic and Light Commercial Vehicle Users

• We continued our promotion activities for our products and services

We introduced our new generation tyres and strong sales points with events across the country. We

introduced Bridgestone's renewed summer tyre Turanza T005, winter tyre Blizzak LM005 and the first

all-season tyre A005 to our customers with many events across the country. As part of the Lassa Tyres

Accompanying You At Your Holiday Event, we carried out promotional activities at the IDO Bandırma

Ferry port. We introduced our new designs in our booth that we set-up using our giant Bridgestone

Turanza T005 tire before the Güldür Güldür Show in Konya that took place with the attendance of 2.000

people. On the Rice Day of the members of Galatasaray Fans Association, we set-up a stand area and

promoted our Bridgestone brand and our special valet service for Istanbul to more than 2000

participants. Before the event, we announced the opportunities we offered to members by e-mail

communication. At METU Teknokent Festival, we had the opportunity to introduce our new

Bridgestone tyres that we offered to Teknokent employees.

• Lassa Tyres and İş Bank Cooperation

Following our cooperation with Denizbank, Lassa Tyres also included Iş Bank in the agricultural group

card agreements. From now on, farmers can take advantage of the 6-month interest-free period offer

using the Imece Card following their purchase of Lassa Tyres, Bridgestone and Dayton tyres from Brisa

dealers.

• Lassa Tyres stand together with Anatolian teams

Lassa Tyres offer support to Anatolian teams competing in the Süper Toto 1. Lig during the 2019-2020

period by advertising on advertisement panels located on the pitches.

• Lassa Tyres sponsoring the World Mountain Bike Championship

Lassa Tyres, which has been supporting the Lassa Tyres Cycling Team for 40 years, became one of the

main sponsors of the World Mountain Bike Marathon Championships that will be held in the Sakarya

province under the auspices of the Turkish Presidency in 2020.

• Automotive Distributors Association Night held under the main sponsorship of

Bridgestone

Eighth of the ODD Sales and Communication Awards organized by the Automotive Distributors

Association (ODD) to accelerate sectorial growth was organized under the main sponsorship of

Bridgestone. Bridgestone also attracted great attention with its stand, where it offered a tyre moving

experience with power of thought.

• Automotive Journalists Association Night held under the main sponsorship of Bridgestone

Organized by the Automotive Journalists Association, OGD Night was held under the sponsorship of

Bridgestone and brought the industry together to determine the car of the year. Our CEO, Mr. Cevdet

Alemdar, presented the award to Toyota executives who bought the car of the year award.

• We continue our promotional activities continuously for Lastik.com.tr

We promoted the products and services of lastik.com.tr with its renewed stand at Kanyon Shopping

Center in Istanbul, at Shell and Honda headquarters and at Sabancı Center.

• We are working hard to perfect the customer experience in our stores




34

By employing a mystery shopper project at our dealers’ sales points, we prepared action plans for the

improvement of the customer experience process by making evaluations about the promotion of brands,

products and patterns, presentations of the right products and campaign information. In addition, we

started a new marathon at all our sales points to give our customers the best experience and increase

customer satisfaction. Brisa sales points, which are instantly evaluated by our customers following their

purchases, are honored as “recommended by customers” sales points according to customer

recommendation points.

• Lastiğim web site renewed

The website of Lastiğim sales points, which has been operating since 2009, has been renewed in

accordance with the current needs and digital developments of our customers.

We Strive To Be The First Choice Of Our Heavy Commercial Vehicle Customers Domestically

• We started the Digital Fleet Era

We started a new digital era in fleet management. Our company, which develops industry best practices

with Profleet Fleet Management Solutions, has achieved a first in Turkey by including "digital fleet"

services to these solutions. We guarantee our fleet customers’ efficiency, security, reliability and

profitability by employing Telematics and TPMS (Tire Pressure and Temperature Measurement

System), Driving Support System, and Profleet mobile applications that allow instant tracking and

management of fleets.

• Leather vest campaign for the captains of the roads from Lassa Tyres and Bridgestone

We launched our campaign, with which we gave leather vests to those who bought 4 retail bus and truck

tyres from Lassa Tyres.

• We organized a cooperative tour for commercial vehicle tires

As part of our Tour of Turkey project, which helped us come together with our retail commercial vehicle

customers, we introduced our special conditions offered for sale to 33 different cooperatives in 24

different provinces and we established strong relationships.

• We introduced our products to service and tourism fleets

We came together with 25 fleets operating in service and tourism transportation with an organization

hosted by our Gebze business partner. We shared information about our new generation products in light

commercial vehicle and bus segments, our Bandag retreading products and services, and our Otopratik

branded batteries with these fleets.

• The first mobile service truck of the World visited Mersin

We offered our services at the Mersin International Port with our mobile service truck Mobilfix, which

we designed for commercial vehicles.

• Bandag retreading facility at Batman

We realized at the opening of Turkey's largest retreading facility with a 6000 m2 closed area at Batman.

We Are Deepening Our Retailing Activities in Turkey

• We strive to provide excellent service in Otopratik shops

The technical teams of Otopratik, our fast maintenance service brand, refresh their knowledge with the

Technical Service Training prepared by Brisa Academy. This training, which is offered quarterly and

supported by mobile applications, provides service excellence in Otopratik stores.

• We started a campaign with İklimsa at our Otopratik sales points




35

Within the scope of the campaign, we offered a 50% discount in periodical maintenance work in our

Otopratik services to commercial vehicles belonging to the Iklimsa Authorized Sales and Service Points.

In addition, we provided an 18% discount on Lassa Tyres and Bridgestone tyre purchases made through

lastik.com.tr for periodic maintenance points.

• A special video clip from Otopratik for Father's Day

We celebrated Father's Day with the special video spot of Otopratik. Otopratik shared the story of a

daughter and the team that works to help her father reach his home with confidence and comfort every

day.

• Otopratik’s YouTube account online

Otopratik continues to stand together with drivers with its YouTube account, from which it will share

hint videos for vehicle maintenance.

• We organized the first Otopratik Franchise Meeting

We organized the first of the Otopratik Franchise Meeting. Saffet Üçüncü, one of the veterans of the

automotive world, attended the meeting where topics such as spare parts, batteries, oil supply, marketing

and communication, legal processes, technical training and audits were discussed as well as business

processes.

We were together with our business partners.

• We are organizing digital Tuesday meetings

We met with our dealers every month at Digital Tuesday Meetings, and shared ideas and information

on critical issues such as campaigns, our sales-marketing practices, trainings, finance, products beyond

tyres and risk management.

• We listen to our business partners at the Dealer Councils and work together for solutions

We met with our dealers 4 times during year at the Dealer Councils and talked about the future of our

business with our vision of “we are one on the field”.

• Brisa dealers examined new products of Bridgestone at our Aksaray Manufacturing Plant

We hosted 42 representatives from 30 sales points at our Aksaray Manufacturing Plant. In the event,

which started with a factory visit, we introduced the new designs of Bridgestone T005, A005 and

LM005.

• Digital Fleet launch

We promoted our services that led the industry with the launch of the “Digital Fleet” we organized.

Within the scope of the launch, we shared our services and innovations under the roof of “Digital Fleet”

with 50 dealers working within the field of commercial products and services.

• We introduced the new patterns of Bridgestone to our business partners

We introduced Bridgestone's summer tyre Turanza T005, which became the hit of 2019, winter tire

Blizzak LM005 and the first all-season tire A005 to our business partners with a special event. In our

event, we shared actions that will take the Bridgestone brand to the top in its class with product

presentations, driving experience and fun activities.

• We came together with Bandag dealers

Brisa Sales team came together with 17 Bandag Franchise Dealers at the “100% Bandag” themed

meeting. We shared our 2020 targets and new products with our dealers.

• The best came together




36

Profleet Consultants, working as a field team in the commercial products group, received information

from our senior management about the vision and goals at the “The Best Are Together” meeting.

• Campaign for trailer manufacturers from Brisa

We hosted our first 11 manufacturers, who were successful in our campaigns for the trailer

manufacturers of the commercial vehicle tyres customers group, on their trip to Argentina.

• We celebrated our success with our business partners

We held our “Courageous Wanderers” meeting in Rhodes, Greece and Morocco-Andalucía with our

business partners, who successfully participated in our sales campaigns and achieved their targets,

together with their spouses. We were together in Spain with our business partners who won our

campaign for the Lassa Tyres branded consumer products group in 2019 and watched the FC Barcelona

Lassa-ATM basketball game.

We Are Aware Of Our Responsibilities And We Are Working Hard To Add Value To Our

Shareholders

• We published a book based on the real and sincere courageous stories of Brisa family

members

Our company achieves extraordinary success with its passion for taking bold steps and looking for

innovations. Brisa family members, as the architects of this success, turned their life stories into two

books so that courage may spread around in Turkey. The book, "We Travel with Courage", and the book

"We Too Travel with Courage" was published by the Inkılap Bookstore, with the contributions of Can

Yılmaz and Zafer Algöz, and Sermin Yaşar and Selçuk Erdem respectively as guest writers. We

transformed the income of these books, which will inspire those who want to set off at every moment

of life, to a socially beneficial project. The amount gathered as a result of the sales of the books was

offered to the Turkish Education Foundation as a transportation scholarship for 500 children in Anatolia

to safely go to their schools. Our company also donated per book.

• So they too can Courageously Move Forward …

In memory of the 30th anniversary of our company, we have completed the renovation works of 3 schools

in Aksaray Ortaköy district. In Harmandalı Atatürk Secondary School, we have been involved in the

works with the 100-person Brisa volunteer team and planted saplings in the garden with the students.

• We celebrated the International Women in Engineering Day with a meaningful video spot

As part of the 23rd June International Women in Engineering Day, we brought together the students of

Aksaray, Harmandalı Ataturk Secondary School, with whom we undertook the renovation works for the

30th anniversary of our company. We published this meeting, which is an inspiration for future

engineers, from our social media accounts.

• Children spoke about courageous women

We asked the children studying in Harmandalı Atatürk Secondary School about what being a strong

woman means. The children expressed themselves with pictures and gave answers full of hope. We

prepared these special moments and the definition of courageous women through the eyes of children

by publishing a special video and published them through digital channels.

• Lassa Tyres became the voice of female drivers

As part of our celebrations for the 8th of March, Women's Day, Lassa Tyres shared the stories of women

who chose being a bus or truck driver as their profession on a social media channel in coordination with

our Taking-off Safely Platform.

• Brisa Academy is accredited as an Accredited Personnel Certification Body




37

Brisa Academy has been accredited by TÜRKAK as Personnel Certification Body according to TS EN

ISO / IEC 17024 standard. Brisa Academy will provide certification services within the scope of 4

national qualifications in the fields of "machine maintenance, automotive mechanic, automotive pre-

mechanic and tyre maintenance repairer".

• Brisa will introduce the first eco school of Aksaray

We have started a cooperation with Aksaray Sehit Salih Aksu Primary School within the scope of eco

school Program. The Eco-School Program serves as an international program based on volunteering,

and is implemented to provide environmental awareness and sustainable development education at pre-

education and primary education levels.

2.3. Manufacturing and Products

Being one of Europe's largest tyre manufacturers, our company conducts its manufacturing operations

in Izmit at facilities built on a closed area of 361,000 square meters and in the Aksaray Manufacturing

Plant. The factory, which is a majör base in the global manufacturing infrastructure of the Bridgestone

Corporation, has important competitive superiorities within the sector thanks to its manufacturing

planning flexibility, capacity to produce products that meet the needs of the market and customers, and

its capability to manufacture import products at the local level.

Our New Products and our Growing Portfolio

We manufacture tires under the Bridgestone, Lassa and Dayton brands that comply with international

safety and quality standards for automobiles, light commercial vehicles, buses, trucks, agricultural

machinery and heavy-duty vehicles.

Besides our manufacturing operations, we offer to the market a variety of 1,800 types of tyres by

importing Firestone brand agricultural tires, Bridgestone brand motorcycle tires and Kinesis brand

forklift tyres.

We also provide tire retreading services under the Bandag brand.

While aiming to provide a well-balanced product portfolio to vehicle owners by offering them the

criteria of Bridgestone brand performance, environment and safety, we also offer a concept of ‘Balanced

Performance’ that prioritizes economy, comfort and sturdiness with our Lassa brand products.

The new products in 2019 were;

• Bridgestone Weather Control A005

• Bridgestone Turanza T005

• Bridgestone Blizzak LM005

• Bridgestone R249+ Ecopia

• Bridgestone R-Steer 002

• Bridgestone R-Trailer 001

• Dayton D500S Yol

• Dayton D600D Yol

• Dayton D400T Yol

During 2019, we offered 3 new tyres to Turkey developed by Bridgestone based on the feedback

received from Bridgestone’s consumer research projects covering a range of 25 thousand vehicle drivers

from all over the World. Bridgestone Weather Control A005, which has a revolutionary technology in

In 2019, we operated at a high capacity utilization ratio of 84% manufacturing 11,8 million

units

units.




38

the industry, allows the driver to maintain control in all seasons and road conditions as the first all-

season tire of the brand, thus enabling safe, comfortable and a high performance driving experience.

According to TÜV SÜD tests against 4 different competitors, the new Turanza T005, which has proved

its wet performance, is appreciated in the industry as the premium tyre with the highest wet braking

distance and handling performance. Our new winter tire, Blizzak LM005, stands out as the only winter

tyre that can achieve an A rating in all performace criteria in terms of wet braking.

Bridgestone R249+ Ecopia, has been developed for the front axle of the TIR tow truck (TIR çekici)

providing service to the TIR regional segment. Its life and irregular wear performance has been

increased by 20%, delivering fuel savings with its low rolling resistance and an assertive product which

we kick-started to manufacture locally. R-Steer 002 series, which we have added to our product range

with 17.5 and 19.5 wheel rims, differentiates from years-long challenging R227 series with its lifespan,

comfortability and fuel consumption offering superior experience to its consumers. Bridgestone R-

Trailer 001, another specially designed product for the trailer group within the regional segment delivers

solutions which meet the needs of the market with its wide size range. And in the Dayton group, the

“Yol” (Road) series, developed specifically for the Turkish market and locally manufactured for

customers who consider the initial purchasing cost, increases our competitive power in various segments

with its popular sizes in the front axle, drive axle and trailer group.

1 January-

31 December 2019

1 January-

31 December 2018

Change

%

Production Quantity (Unit) 11.762.293 11.435.573 2,9

Capacity Utilization Ratio 84,00% 88,80% -5%

2.4. Domestic distribution and sales channel management

Our customers are the focus of our business. With this understanding, we expand our stores every day

so that our customers can easily reach them. We develop our stores in order to meet the expectations of

our customers who come to our stores and idealize their purchase experience.

With this sales and service network, we aim to create expert and reliable points that vehicle owners can

easily reach and to offer the most effective sales and after-sales service organization to the vehicle

owners.

We aim to develop and expand our sales network with our business partners who adopt a similar business

culture. We focus on retail, wholesale and fleet distribution channels separately to make our business

processes more effective.

In addition to our branded Bridgestone, Lassa Tyres and Lastiğim sales points, we provide fast and easy

maintenance services for passenger vehicles and light commercial vehicles in Otopratik stores. We grow

by adding new ones to our Otopratik store day by day.

In our Propratik stores, which serve as our sales and service stores for heavy commercial vehicle users,

we offer Bridgestone and Lassa Tyres products in the bus and truck tyres segment, along with Bandag

tyre retreading services, and basic vehicle and tyre maintenance services under one roof.

We are becoming widespread with Speedy, Lastik Vs points and Bridgestone Box so that vehicle owners

can access our products and services wherever they need. We deliver our understanding of service to

the points where our customers are, with Mobilfix and Probox services.




39

In addition to national and local campaigns, we organize CRM projects on a regular basis to increase

the preferability and traffic of our sales points. We place great importance to “Customer Relationship

Management and Guarantee Practices” training to strengthen the competence of our business partners.

While we highly prioritize the enrichment of products and services offered at our sales points, we also

implement a reliable training and supervision system to ensure that our standards are not compromised.

We frequently get together with our business partners whose Customer Satisfaction Rating grades are

below Turkey average in order to increase their awareness in terms of customer satisfaction.

We place great importance to developing long-term relationships with our business partners based on

solid foundations and mutual trust in order to contribute to the continuity of their businesses. In the

context of Brisa's strategy to grow together with its business partners, we offer the “New Generation at

Work” certificate program to contribute to expand the visions of our business partners, which are

transferred from father to son, sibling, and nephew, and thus become diversified and enriched with the

inclusion of their new owners, in order to increase the productivity, and institutionalization of their

family businesses.

2.5. Domestic Marketing and Sales

In our marketing and sales activities, the effective management of the digitalization process in our

company enriches the values we offer to the customers. We strive to create unique customer experiences

by developing new business models, and by combining information, company resources and digital

technologies with new combinations. We want to be their first choice of our customers with regards to

their tyre changing and vehicle maintenance preference.

We position Brisa not just a tire manufacturer but rather as a "value provider". While maintaining our

leading position in the Turkish market with our strong brands, we offer value added services that meet

our customers' needs and expectations. Our aim is to increase customer satisfaction levels to advanced

degrees, as well as to increase the experience of all our customers and stakeholders, whose lives we

touch, about our brands.

We regularly hold meetings with the randomly chosen customers of our business partners to measure

customer satisfaction and the performance of our services. We follow our satisfaction and

recommendation level with regular measurements and take action with our relevant business partners

where necessary. In this way, we always approach our customers with a focus on improving the quality

of our products and services.

We plan mystery shopper visits to the service points of our business partners. With mystery shopper

visits, we want the visitors to feel real customers’ experience in terms of product purchasing and to

convey their opinions to us. We monitor the quality of the services we offer to our customers on-site,

and by using the outputs received from measuring the experience with provide to our customers, we

determine our improvement actions with our business partners. By combining telephone and SMS

surveys with customers who purchase tyres and mystery shopper results, we follow the experience of

our customers that our business partners create for them with the “Customer Satisfaction Marathon”.

We evaluate and reward our dealers based on all survey & research results on a quarterly basis.

In addition, we also carry out special projects with our business partners, which play a key role in

customer satisfaction. We run a coaching program to strengthen our ties and to help the swift adaptation

of the new members of the Brisa family. Within the scope of the program, we aim to spread the examples

of best practices by giving information about our customer approach, our customer satisfaction standards

and the right practices. In addition, we regularly monitor what our business partners think of the future

as a “confidence index” and organize our monthly operational agendas in line with their expectations.




40

In this context; in 2019, we increased the number of our business partners whom we perceive as long-

term partners. We added 28 new business partners to the Brisa Family. We said “welcome” to our

business partners who joined us during 2018 at our Aksaray factory. We listened to the expectations and

needs of our business partners. We explained Brisa's systems and customer approach, and how we could

together reach customer satisfaction. In 2020, we will continue to host our new business partners in our

Aksaray Manufacturing Plant.

As part of the digitalization process that provides for efficiency and an effective management approach,

we offer trainings to our business partners on digitalization and changing customer expectations within

the scope of the “My Business Partner is Digitalizing” project. Within the scope of the project, we

strengthen the presence of our business partners on digital platforms and aim to create customer traffic

to their stores using digital marketing tools.

Under the leadership of Brisa Academy and Marketing Excellence teams, we provide trainings to

support our business partners to increase their customer satisfaction and experience by observing

customer approaches on site, determining areas of development, and improving their customer

satisfaction and experience. Repeating the trainings quarterly, we track the developments on the scores

of customer satisfaction and recommendation.

We are on the field every month and keep the pulse of the customers in order to get the opinions of end

users about our brands and products. We have one-to-one interviews with 300-350 vehicle users every

month and reach the opinions of about 3.800 vehicle and tyre users annually on issues such as brand

awareness, product satisfaction, campaign awareness, and expectations from the brand.

In addition to our investments in our business partners and customers, we also diversify our

communication channels with which we reach them. We are organizing campaigns and communication

projects in order to strengthen the ties of our Bridgestone and Lassa Tyres brands, which are amongst

the most prestigious brands of Turkey.

In line with our mission to offer innovative and value-adding experiences to our customers, for the first

time in our industry we ensure that all our customers reach our company through the WhatsApp

application between 08.00-20.00 during weekdays and between 09.00-18: 00 during weekends.

We are aiming to offer the perfect Brisa experience to our fleet customers with our “Profleet”

service

• We recover 20% of the tires our customers reserve as scrap, and add value to both the

environment and our customers.

• We continue to provide the first and only road assistance service for the 14th year by providing

road assistance services with Filofix.

• We provide advice to our customers according to their needs by examining a total of 3,5 million

commercial vehicle tyres in Turkey.

• We started our Mobilfix tour around Turkey focusing on total cost savings and offer our services

on site at fleet garages to provide savings in terms of tyre life and fuel consumption.

• We are improving our product performance and service quality with our investments in the

newest tyre treading equipment (Shearography) technology.

We got together with our business partners

• "Brisa Business Partners Digital Meeting" live broadcast meetings

• Brisa Dealer Council meetings

• A launch organization fort he new products of Bridgestone

• "Welcome Meeting" held at Aksaray Manufacturing Plant for new business partners joining

Brisa family




41

• Genba Room project to respond to the demands of our business partners more quickly and

effectively

• “Heroes of the Customer-Customer Experience Specialist Certificate Program” and “Women

Service Consultants Training Program” that we organize for the female employees of our

business partners.

• "New Generation at Work" program for the 2nd generation business owners of our business

partners and for their children aged between 7-13

• Service Excellence trainings at our Otopratik sales points

• Otopratik Franchise Meeting

• "Basics of Professional Sales training" created for Brisa business partners within Brisa

Academy

• Courageous Wanderers meeting with our dealers who participated to and successfully

completed their targets of our sales campaigns

• Profleet Consultants’ "The Best are Together" meeting

• Bandag Franchise Dealers Meeting

Promotion activities with our Bridgestone brand

• Promotion activities prior to Güldür Güldür Show

• Sponsorship of Automotive Distributors Association’s Sales and Communication Awards Night

• Sponsorship of Automotive Journalists Association’s “Vehicle of the Year” Awards Ceremony

• Sponsorship and communication activities of “Bridgestone Ipek Senoğlu Cup - Tennis

Tournament”

• Special video spot for Fathers Day

• Promotion activities at the Rice Day Meeting of Galatasaray Fans Association

Promotion activities with our Lassa Tyres brand

• “Leader Tyre Brand of Turkey” communication activities

• Exclusive social media spot prepared for March 8th World Women’s Day

• Travellers communication on Lassa Tyres’ Turkey YouTube channel

• Lassa Tyres’ Taking-off Safely social media communication

• Sponsorship activities of 2020 World Mountain Bike Marathon

• Exclusive campaign communication for couples

• Perimeter wall advertisement communication during Süper Toto 1. Lig 2019-2020 period

• Cooperative Tour organized for commercial vehicle tyre users

In addition to our brand activations for the end user, we held a sectorial press conference for commercial

products and we organized various sales campaigns. We made field activities for the Lastik.com.tr sales

channel, a campaign for trailer manufacturers, and introductive event for a fleet company working in

services and tourism transportation business, and we renewed the Lastiğim website.

Retail Projects:

• Special campaign with Otopratik and Iklimsa cooperation.

• Exclusive Fathers Day video by Otopratik.

• The opening of Otopratik’s YouTube channel.

2.6. International Markets Marketing and Sales

With more than 600 stores abroad, new sales channels and effective marketing activities, Lassa

continues to grow with giant strides, as it continues along its international journey…




42

Besides being a sector leader in Turkey, our goal is also to be an arbiter that adds value to business

partners and end users in the international arena. With this in mind, we are making progress in

international markets, working to increase Lassa-labeled sales points and engaging in efforts to improve

brand awareness as we capture the loyalty of our business partners.

Lassa-brand tires, made in Turkey and manufactured through the hard work of Brisa employees, are

now available in more than 83 countries.

We continue with our strategy of deepening involvement in existing markets and entering new Markets

with Lassa.

The stores not only constitute a significant part of our vision of enriching our business and providing

added value to our customers, but also reflect the trust and faith the sector has in the Lassa brand. The

number of sales points that wished to maintain their sales and services under the Lassa sign reached

more than 600 in 2019.

Turkey's leading brand Lassa is moving forward to make its name heard in international markets. 2019

became a year that Lassa pursued devoted efforts for international recognition.

We kept on our international promotion events in context of ‘Official Global Tire Partner’ agreement

with FC Barcelona, which is Lassa's biggest step to becoming a global brand so far.

2.7. Investments & R&D Operations

With its strong faith in the potential progress of the tire industry and in an effort to supply the foreseen

demand for passenger and light commercial vehicle tires, our Management Board decided at its Board

Meeting number 2013/18 on October 4, 2013 to invest in a second factory that would cost around USD

300 million and be located in Aksaray Province Organized Industrial Zone (OIZ). The factory was

commissioned in 2014 with our aim to establish it initially on 135,000 m² out of a total area of 952,000

m² in 2018.

Afghanistan Croatia Italy Morocco Sri Lanka

Albania Czechia Jordan Myanmar Syria

Algeria Denmark Qatar Pakistan Suudi Arabia

Austria Egypt Korea Panama Sweden

Azerbaijan Equador Kosovo Peru Thaiwan

Bahrain Estonia Kyrgyzstan Philippines Thailand

Belarus Faroe Islands Northern Cyprus TR Poland Togo

BeNeLux Finland Laos Portugal Tunus

Bosnia & Herzegovina France Latvia Romania Turkmenistan

Brunei Germany Lebanon Russia Ukraine

Bulgaria Georgia Libya Senegal Umman

Cabo Verde Ghana Lithuania Serbia United Kingdom

Cambodia Greece Mali Sierra Leone United Arab Emirates

Cameroon Hong Kong Malaysia Singapore Uzbekhstan

Chile Iceland Malta Slovenia Yemen

China Iraq Moldavia Slovakia

Congo Israel Montenegro Spain




43

We conduct our operations with the “adding value to the journey” philosophy. In 2019, we made a total

investment of 25,2 million USD into the modernization of our Izmit Manufacturing Plant along with

our investments into other business units.

In 2019, we invested a total of 18,2 million USD, of which 12,7 million USD is covered by the Incentive

Certificate, for the renovation, modernization, and capacity increasing processes to our manufacturing

plant located in Izmit.

We invested a further 14,3 million USD into the construction of our second manufacturing plant located

on the Aksaray Organized Industrial zone. The total investment spent for our Aksaray Manufacturing

Plant until today is 288,4 million USD.

Brisa possesses important competitive advantages in terms of R&D operations and houses a product test

center under its manufacturing plant structure, which is recognized by the Turkish Standards Institute.

Brisa Izmit Manufacturing Plant is one of the pioneering facilities of Brisa’s main partner Bridgestone

Corporation and Brisa works in coordination with the technical centers of Bridgestone Corporation

located in Rome and Tokyo.

Brisa applied to the Ministry of Science, Industry and Technology of Turkey to take advantage of and

be recognized as an R&D Center under the incentives and exemptions offered within the scope of the

decree no: 5746 about Supporting the Research and Development Operations, and received the right be

named an R&D center as of 27.04.2017.

2.8. Financial Outcomes and Rates

In 2019, Brisa prioritized export focus and made record export sales in monthly basis so that compared

to same period of the previous year, total export sales unit and revenue increased by 13,6% and 38%

respectively with the effect of exchange rate increases. On the contrary, though contraction in domestic

market and ongoing volatility on exchange rates created pressure on domestic replacement and original

equipment channels, domestic sales revenue increased by 8,8% with the effective pricing policy.With

all these developments, in 2019 total sales performance of Brisa increased 18,7% in terms of sales

revenue compared to the same period of the previous year and gross profit margin reached to 23,6%.

This considerable increase in terms of sales revenue reflected on the EBITDA performance and Brisa

achieved a 22,4% increase in terms of EBITDA and reached TL 608,7 million.

With the positive effect of working capital management improvements and effective financing

management, Brisa’s net debt decreased by 22,1% and reached to TL 1.257 million level compared to

same period of the last year. The Company made cross currency and interest rate swaps to mitigate

floating interest rate and foreign currency exchange risks for the long-term foreign currency

denominated borrowings when they were received. TL values of the Company’s foreign currency

denominated borrowings may increase or decrease as a result of exchange rates fluctuations, in return

fair value of cross currency swaps are shown under derivative assets. Considering both bank borrowings

recognized in the financial statements and respective derivative assets (TL 1.008 million), net debt

became TL 1.257 million.

In consequence of all such developments, in 2019 net profit/loss reached to TL 114 million, 19,1%

above compared to the same period previous year ( 2018: 95,7 million TL).




44

Sales Quantity 1 January-

31 December 2019

1 January-

31 December 2018

Change

%

Domestic 5.990.464 6.582.542 -9,0

Export 6.229.501 5.484.306 13,6

Total 12.219.965 12.066.848 1,3

Sales Quantity (Channel Based) 1 January-

31 December 2019

1 January-

31 December 2018

Change

%

Replacement 4.703.345 5.166.238 -9,0

OE 1.287.119 1.416.304 -9,1

Domestic Total 5.990.464 6.582.542 -9,0

Lassa Export 4.555.579 4.109.214 10,9

Bridgestone Export 1.673.922 1.375.092 21,7

Export Total 6.229.501 5.484.306 13,6

General Total 12.219.965 12.066.848 1,3

Net Sales (Million TL) 1 January-

31 December 2019

1 January-

31 December 2018

Change

%

Domestic Sales 2.155,3 1.981,8 8,8

Export Sales 1.403,0 1.017,0 38,0

Net Sales 3.558,3 2.998,8 18,7

Million US Dollar 1 January-

31 December 2019

1 January-

31 December 2018

Change

%

Export Sales 269,7 231,4 16,5

Summarized Income Statement

(Million TL)

1 January-

31 December 2019

1 January-

31 December 2018

Change

%

Net Sales 3.558,3 2.998,8 18,7

Gross Profit 839,6 766,8 9,5

Operating Profit 382,8 429,4 -10,8

Net Profit 114,0 95,7 19,1

EBITDA* 608,7 497,2 22,4

*EBITDA: Earnings before interest, tax, depreciation & amortization and interest, foreign exchange and

derivative financial instruments gain/loss within other operating income and expenses




45

Liquidity Ratios 31 December

2019

31 December

2018

Current Ratio (Current Assets/Current Liabilities) 0,95 1,41

Acid-Test Ratio (Current Assets-Stocks / Current

Liabilities) 0,68 0,92

Financial Growth Ratios 31 December

2019

31 December

2018

Total Liabilities/Equity 4,89 3,95

Total Liabilities/Total Assets 0,83 0,80

Equity/Total Assets 0,17 0,20

Operation and Profitability Ratios 31 December

2019

31 December

2018

Gross Profit Margin (Gross Profit/Net Sales) 23,60% 25,57%

EBITDA Margin (EBITDA/Net Sales) 17,11% 16,58%

Net Profit Margin (Net Profit/Net Sales) 3,20% 3,19%

Return on Asset (Net Profit/Assets) 2,15% 2,14%

Return on Equity (Net Profit/Equity) 12,21% 10,42%

2.9. Internal Audit & Internal Controlling

Internal auditing and controls are executed for the purpose of ensuring that the company's operations

and services are conducted effectively, reliably and uninterruptedly; that the company's risk

management, control systems and corporate governance practices are improved and a contribution is

made to having the company reach its corporate and economic goals and the integrity, consistency and

reliability of the data obtained from the accounting and financial reporting system.

The existence, operation and effectiveness of internal auditing and controls are a matter conducted under

the supervision of a Committee Responsible for Auditing, formed within the body of the Board of

Directors. The Committee Responsible for Auditing presents the facts related to its activities, duties and

responsibilities, along with its recommendations, to the Chairman of the Board of Directors.

Furthermore, in order to ensure the robust condition of internal auditing and control mechanisms, an

Internal Auditing Directorship operates under the Board of Directors. The Auditing Committee holds

regular meetings with the Internal Auditing Department to discuss

the adequacy of the internal auditing system, informing the Board of Directors of what has been

discussed.

The Internal Auditing Department Regulations, in which are contained the position of the Internal

Auditing Department within the organization and matters of autonomy, have been prepared, approved

by the Auditing Committee and put into force. At the same time, an Auditing Guidebook, in which the

operations of the Auditing Department are described, has been prepared and applied.

Every year, risks related to all processes are reviewed, and the processes to be audited are determined.

The Auditing Universe formed within the company determines the processes that may be audited and

ascertains risk score balances depending upon natural risk factors and internal control system conditions.




46

According to this, as of the 4th quarter of 2019, 5 business processes constituting of 33 sub business

processes were submitted to the Committee Responsible from Audits following the completion of their

audits.

In connection with internal control deficiencies spotted within the framework of Auditing Reports,

actions taken by company officials are followed up and the adequacy of those decisions is questioned

in the light of risk levels, with results reported to the Committee Responsible for Auditing.

2.10. Other Explanations

Affiliates and Share Ratios

Our company has no direct or indirect affiliates.

Information on Company Shares Acquired by Company

The company has no shares of its own that it has acquired between January 1, 2019 and December 31,

2019.

Information on Private and Public Audits

Independent audits are carried out on our Company’s annual and semi-annual financial statements

within the framework of the mandatory regulations issued by the Capital Markets Board with respect to

financial reporting and independent audits.

In 2019, there was no private or public audit conducted of the Company.

There is no case that has been filed against our Company and may have an impact on our Company’s

financial situation and activities.

Information on Administrative or Judicial Sanctions Imposed on the company and the Board

Members due to Practices in violation of Legislative Provisions

There is no administrative or judicial sanction imposed on the company and the Board Members.

Information on General Assemblies

Information on the General Assemblies held in 2019 is provided in Article 2.3 of the Corporate

Governance Principles Compliance Report.

The targets set in the previous periods have been achieved. The requirements of the resolutions that

were taken at our company’s Ordinary General Assembly Meeting held on March 22, 2019 were

fulfilled.

No Extraordinary General Assembly Meeting has been held within the year.

Donations Granted

In 2019, the total amount of donations granted in line with the company’s Donation and Charity Policy

was TL 623.955,42.

Information on the Report Describing the Relationships with Controlling Shareholders and

Subsidiaries within the scope of Article 199 of the Turkish Commercial Code

The report describing our relationships with our controlling shareholders within the scope of Article 199

of the Turkish Commercial Code was approved by our company’s Board of Directors at the Board of

Directors’ meeting dated February 18, 2020. The report concludes as follows:




47

The conditions of merchandise of BRISA Bridgestone Sabancı Tire Industry and Trade Inc., which are

common and continuous as regards Hacı Ömer Sabancı Holding A.S., Bridgestone Corporation and

affiliated companies as well as related companies, price determination method and reasons are explained

and information is given on the status of the transactions against the market conditions, based on the

Article No: 199 of Turkish Commercial Code No: 6102. The transactions carried out comply with its

comparables in accordance with the holding company explanations in the relevant articles of TTK

(TCC) No: 6102 and no incurred loss is in question as it is included in the enterprise system.

It has been observed in this report prepared by the Board of Directors of BRISA Bridgestone Sabancı

Tire Industry and Trade Inc., dated 18 February 2020 that all necessary transactions have been carried

out and necessary measures have been taken in accordance with the responsibilities provided for in the

Article No: 199 of TTK (TCC) No: 6102 and assigned to the board of directors in all transactions that

BRISA Bridgestone Sabancı Tire Industry and Trade Inc. has carried out with its controlling

shareholders and the affiliated shareholders of the controlling shareholders in 2019.

Financial Rights Provided to Board Members and Senior Management

The company’s senior management team comprises the members of the Board of Directors and the

Executive Board.

Remunerations and dividends to be paid to the Board Members are determined under relevant

resolutions of the General Assembly. Remunerations of the members of the Executive Board are

comprised of two components, with one being fixed and the other performance-based.

In compliance with international standards and statutory obligations, the fixed remunerations for the

members of the Executive Board are determined by taking into consideration the macroeconomic data

in the market, current wage policies in the market, the size and long-term goals of the company, and

individual positions as well. Premia for Executive Board members are calculated in accordance with the

performance of both the company and individuals.

In addition, the financial rights provided to the Board Members and the Senior Management are

mentioned in Article 5.6 of the Corporate Governance Principles Compliance Report and in Footnote

24.4 of the Financial Statements.

3. Sustainability

In Turkey and in all regions where we are active, we make an effort to be more successful every day

with our awareness of our social and environmental responsibilities.

Being conscious of our responsibilities involving the benefits and interests of all our stakeholders, we

conduct research, develop innovations, invest, work and produce.

We believe that continuing to serve as a leading company in the area of sustainability may only be

possible together with our stakeholders. Our Brisa Approach to Sustainability relies on the global

knowhow of the Bridgestone Corporation and national experience of Sabancı Holding. We base our

efforts on such international standards as the European Foundation for Quality Management (EFQM)

or the Global Reporting Initiative (GRI) by combining the Bridgestone CSR-22 approach and the

We placed sustainability at the base of our business manner. We feel rightful pride in

continuing to be one of the leading organizations en route to sustainable development, together

with all of our stakeholders and, notably, our employees, customers and business partners,

who join us on this ethical journey.




48

sustainability understanding of Sabancı Holding with our own corporate policies, strategies, processes

and projects. We plan improvements focusing on strengthening the in-house integration of our

sustainability approach. It is this structure that supports us in our journey to achieve our mission of

"Providing superior values to society through sustainable growth.” To this end, we constantly update

our sustainability strategies, set up action plans and, with the participation of all our employees, continue

to ensure the integration of all processes.

We are fully conscious that we need to act together with all our employees and our shareholders, with

whom we have close relationships with, so that we can make sustainability a part of our lives. We are

carrying on the “Sustainability Journey” training program in order to increase the awareness of our

employees and shareholders during the orientation phase for new members who are starting their careers

in Brisa.

Our Approach to Sustainability

We are leaving our imprint on life by adopting sustainable growth strategies in an effort to leave a better

world to future generations. For us, social matters and topics of the social, environment and economy

are intertwined, interdependent. Sustainability is the first thing we think about when we conduct any

kind of business. We expand our foremost responsibilities related to social, environmental and economic

issues with our sustainability policy. Our approach to social topics involves our perspective on; human

rights, occupational health and safety, and customer health and safety over the entyre life cycle of

products and services; anti-corruption and anti-bribery, business manner beyond legal regulations,

information security, employees' rights, our growth journey and relationships with our stakeholders and

the community. Conservation encompasses the effective use of natural resources as well as the

management of wastes, energy and carbon; producing environment-friendly products and services; and

respecting biodiversity. In the area of the economy, we prioritize responsible value chain applications,

innovation, and our approach to corporate entrepreneurship.

Brisa is now a part of the Borsa Istanbul Sustainability Index

We share all economic, environmental and social aspects of our sustainability efforts with the public in

a transparent manner. We had completed the necessary requirements to be listed on Borsa Istanbul’s

Sustainability Index in 2015. We successfully met the required criteria for the November 2019 – October

2020 period to be featured in the list for the 5th time.

3.1. Environmental Sustainability

We undertake significant efforts to minimize the impact of our manufacturing processes on natural

resources and climate change in accordance with our understanding of environmental sustainability.

Setting off from this point and acting with a high level of responsibility, we monitor our environmental

performance periodically and undertake improvements in conjunction with environmental management

systems.

We have certified the compatibility of our employees with the standards for the first time in 1995 with

the BS7750 Environmental Management System standard. We are regularly continuing to revise our

benchmarking, reviewing, improving, and training practices that we set-up according to the ISO 14001

Environmental Management System certificate, which we possess for our Izmit Manufacturing Plant.

We are aiming to get our Aksaray Manufacturing Plant certified in 2020.

We design every step of our business manner starting from the supply chain and

manufacturing to be in line with sustainability. By this means, we reduce our environmental

effects and create benefit with high work efficiency. We lead the business world with our

ethical works and responsibilities for climate change and usage of natural sources.




49

Relying on the support of out top management, we are generating new projects for a better world,

complying with environmental regulations in full, and carrying out improvements that go well beyond

legal mandates.

We are honored to be the first company to be reporting and verifying our pioneering projects in terms

of water saving and reporting both to Bridgestone Global and Europe within the scope of ISO 14046

Water Footprint Standard.

We are preserving our “Zero Landfill” status at our Izmit facilities since 2016 by continuing to send our

domestic waste resulting from operational processes to recycling facilities. We reached this target from

the 6th month at our Aksaray Manufacturing Plant, which started its activities in 2018.

We completed the Bridgestone Environmental Re-Qualification Audit Program with success

Environmental Re-Qualification Audit, which evaluates the sustainability and efficiency of the

environmental management systems at Bridgestone factories was carried out in Brisa Izmit Factory this

year. The environmental management of our company was desginated as “high level structure”, enabling

us to complete the audit process with a 99% success rate.

.

Environmental Implementations

Efficient Use of Natural Sources and Less Waste

We are calculating the environmental interference of product use and consumption already at the design

phase and we pay a great deal of attention to not using raw materials that can cause pollution and health

hazards.

In accordance with our environmental approach, we have set-up long-term business plans for the

effective use of water reserves, which are foreseen to be diminishing in the following years. Compared

to 2008, we are targeting to decrease amount of artesian water we use at our Izmit Manufacturing Plant

by 61% at the end of 2020. As a result of our projects concerning the reduction of water use and recovery

of wastewater, we have shown an improvement of 53% compared to 2008 figures and we surpassed

Bridgestone’s global targets.

We are targeting to decrease our waste levels by regularly controlling possible pollution sources and

improving them with our waste management projects. We are primarily focusing on preventing the

composition of waste as we carry on our projects. Then, we are showing effort for the reuse, recovery,

or recycling of composed waste. We are collecting and recovering elements like dust and gas that might

result from production processes and negatively effect internal air quality at the source to be reused in

the system. Thus, we are effectively managing our natural resources while also protecting internal air

quality. We are implementing important projects for the minimization of wastes. In that manner, we

have realized 15% improvement in terms of waste amount per production at our Izmit Manufacturing

Plant compared to 2012 levels.

Energy and Carbon Management

The effective use of energy and the elimination of wasted or inefficiently used energy make up one of

the corner Stones of how we operate our business. We have achieved important results in terms of

providing efficiency in energy consumption and reducing our impact on climate change to minimum

levels as a result of our systematically pursued improvement projects. In 2019, we increased our energy

savings by 71.6% at our Izmit Manufacturing Plant compared to 2008 levels.

We receivedthe certification for ISO 50001 Energy Management System at both of our facilities.




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We have been carrying on our projects for the reduction of carbon emissions at our Izmit Manufacturing

Plant since 2005. Compared to 2005, we are targeting to reduce carbon emissions per unit rubber

consumption by 25% in 2020. We have already reached 30% and realized a very big portion of our

target in 2019.

In order to reduce the emission levels resulting from our logistic operations, we prioritize resulting from

our logistic operations, we prioritize maritime transport, which has less environmental effects, and we

plan our routes to reduce emissions further.

Environmentally Friendly Products

We make efforts to produce products and services that are environmentally friendly considering their

effects on the environment during and after their uses. We are working on new concept products, which

have lower rolling resistance and weight and which cause lower carbon emissions and noise. We own a

rich portfolio of products consisting of environmentally friendly tyres like the Ecopia and Greenways

series as part of our environmentally friendly product manufacturing approach.

Through our tyre retreading services we offer with our Bandag brand we help decreasing waste caused

by commercial tyre and therefore help protect the environment.

As one of the founding memebers of the Tyre Manufacturers Association (LASDER), we are also

supporting the collection of tyres, which have completed their life cycles, by LASDER according to the

regulations in order to environmentally and economically regain these products.

We are reviewing our “increasing environmentally friendly products portfolio to enable continuous

mobility” strategy with “the weighted rolling resistance of the products that we sell” and

“environmentally friendly product portfolio ratio” parameters and we develop projects in that

perspective.

Respect to Biodiversity

We are furthering our “Turnalar Hep Uç sun” (“Let the Cranes Fly Forever”) project we started in 2013

with the partnership of WWF-Turkey (World Wide Fund for Nature). We are preceding the project,

which we developed for the sustainability of the crane breed in Anatolia, in the Ç ukurova Delta region

where 95% of the cranes spending the winter in Turkey rest. In 2019, as WWF-Turkey continues its

observations in the region, we carried on informative sessions in the schools, hunting associations and

village coffee houses.

Forestation Efforts

We are proceeding with our efforts to create absorption fields for the elimination of carbon emissions

and for the protection of biodiversity with our afforestation projects we have carried on at our Izmit and

Aksaray manufacturing plants in 2019. As a result of these efforts, we have grown 40.000 trees saplings

from seed at our greenhouse located in our Izmit Manufacturing Plant and out of which 1750 saplings

were planted. These trees play a very important role for the elimination of carbon emissions that result

from our activities. Hence, we are targeting to reach our goal of becoming a manufacturing plant with

“Zero Carbon Emissions” in the mid-term.

Brisa employees contribute to preservation of the environment with office projects

With the “Yeşil Ofis” (“Green Office”) program that started in 2014 and is run by Brisa employees, we

continued our efforts for the efficient use of resources and for promoting awareness. With the support




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of the Green Office team, both our Izmit and Altunizade offices received the Green Office Certificate

within the scope of the Green Office program that is developed by WWF Turkey.

We hosted Bridgestone’s EMEA Environment Teams at our Izmit Manufacturing Plant

We hosted Bridgestone’s Europe, Middle East and Africa Regions’ Environment Coordinators at our

Izmit Manufacturing Plant. The meeting took place at the LEED Gold Certificate owning green

buildings of Brisa Academy and Brisa Museum.

3.2. Occupational health and safety

Work safety is among the core values of our company and as it is our most important priority, we own

the OHSAS 18001 Work Health and Safety Management System Certificate for our Izmit

Manufacturing Plant. We are targeting to upgrade to the new ISO 45001 Work Health and Safety

Management System Certificate at both of our manufacturing plants in 2021. In addition to certifying

our work health and safety priority, we are putting in much more effort than only complying with legal

regulations and standards in all of our operations.

We believe in the immense importance of Occupational Safety training in enabling employees to adopt

habits of safe behavior and transform these into a lifestyle.

We utilize the Occupational Safety Simulation Center as an active training ground to ensure "Zero

Occupational Accident" at our facilities. We have made it a requirement to have every new employee

in our manufacturing areas complete this training. With a view to planning and implementing the

training sessions in a more effective manner, we provide our employees with Disaster Prevention (Fire

and Earthquake) and Occupational Health and Safety training, within the scope of the activities of

BRISA-MEC (Manufacturing Education Center). We are also launching “Basic Occupational Safety

Activities.”

We hold our shareholders’, such as subcontractors’ and suppliers’, accident-free performance

management in our agenda, and we put in effort for subcontractors and suppliers to be accident-free

with our periodical field tours and daily work permit system. We are continuously trying to improve the

awareness levels of our shareholders in this group with periodical trainings.

To prevent the recurrence of any occupational accident, we analyze every accident and prepare action

plans to address the findings. We prioritize practical exercises and preventive actions with the aim of

being continuously alert in emergency prevention and emergency management.

Our ultimate goal is to create an on-going Occupational Safety culture and turn it into a lifestyle.

Our target is “0 Accidents!”

To give an example, in 2019 we organized a ceremony at the Mould Equipment field to celebrate 1.260

accident free days. We completed 1.990 days at the 1st and 5th Maintenance Group accident-free.

We took our place in the event held at Sabancı Center for Work Health and Safety Week

We shared our procedures and applications during the event held at Sabancı Center between May 4th

and May 10th within the scope of Work Health and Safety Week.

We continue to work to provide a comfortable and safe working environment for our

employees, constantly improving our conditions and investing in innovation.




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3.3. Human Resources

Administrative Operations

In line with our main strategy of becoming a choice of employee, we continue to add value to

professional life. We leave our mark for the future by leveraging our employees' Brisa journey with

development and leadership programs.

Personnel and Worker Activities

As of December 31, 2019, the number of personnel employed in our company with contracts of

indefinite duration is 2.874; 2.266 of these are subject to the Collective Labor Contract provisions, while

601 are outside its scope. 7 employees are foreign nationals. In addition, 1 person is employed on a

fixed-term contract.

Collective Labor Agreement Implementation The negotiations of the 20th Term of the Collective Labor

Agreement negotiations between the Company and the Turkish Petroleum, Chemicals, and Tyre

Industry Laborers Syndicate (Lastik-Iş) covering the term between January 1st 2018 – December 31st

2019 started on January 11th 2018 and ended in February 22th 2018 with the parties agreeing on the

terms of increasing the wages and social rights of emplooyees in line with the increase in inflation and

the agreement between the parties was signed. Employee Benefits and Rights In relation to the

Collective Labor Contract, employees working under and outside its scope are paid, in addition to salary,

a bonus worth four months gross salary, Personal Retirement Insurance and health insurance. Those

covered by the contract furthermore benefit from fuel, holiday, annual leave, maternity, death, marriage,

educational, family-food, shopping and child allowances. All employees receive meal and transportation

allowances

Our CEO shares the priority and future plans of the Company in the periodic “GM Talks” meetings with

the employees.

As part of our Brisa Talent Management Approach, we believe that every Brisa employee has potential

to add value to the company, shareholders, processes, teams, and to him/her self starting from the

moment he/she is first employed. In this perspective, every Brisa employee is accepted as a talent, and

we expect every Brisa leader to create value by improving him/her self, his/her work, his/her team and

the Brisa climate. We are reviewing our high potential and high performing employees within our

Organizational Success Plan process together with all our managers and plan their development. We

support the Brisa lives of our employees with the 360 Degree Competence Review, Development

Center, “Development Journey”and “Leadership Journey” and other differentiating educational

processes. We get together at the brunch meetings with our employees with 0 – 1 years of experience to

explain them our processes, celebrate their 2 months at work with a warm party, explain our values in

an adventurous educational manner with team games in the Pit-Stop workshop, and evaluate together

their first year in the company at the end of their 1st year with our program under the name “Warm-Up”

developed for new employees to get acquainted with our company.

We support the employees “Leave a Mark with Your Leadership” and “Leave a Mark with Your

Carreer” programs and support them to progress in leadership and professional roads.

We make the back up plans with the mid-level managers by evaluating the high performance and high

potential, review the engagement processes, focus on the action palns of the the new period.

Our priority is the formation of the most appropriate culture to encourage the employees to contribute

at the highest level in Brisa which is strenghtening in the change period.




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We organized our yearly sharing meeting

We organized 2 different meetings with which we shared our 2019 targets on January 2019 and our

2020 targets on December 2019. We honored the owners of the projects, who were chosen amongst the

best projects within the scope of our Tracers project with exclusive drawings drawn by the creators of

the Creative Innovator character.

We organized the launch activity of “Drive On With Courage” books

The real and sincere life stories of Brisa Family members are turned into a book under the name “Drive

On With Courage”. Members of the Brisa Family became the ambassadors of the promotion of the book

through their messages on their own social media accounts. The book is published by the Inkılap

Kitapevi and all the funds collected from the sales of the book were donated to TEV.

Brisa employees came together at the traditional Family Day

13th of the traditional Brisa Family Day was held at the Social Facilities of Lastik-Iş. Brisa employees

and their family members came together at the event hosted by Brisa Management and Union

Management.

We organized the Brisa R&D Day event

We organized our first R&D Day with the participation of our R&D team and members from different

departments of the company. We shared information and ideas that enlighten the future with various

workshops where numerous R&D projects were shared with the participants. Technology

communication professional, Dr. Sertaç Doğanay, participated to the event as a guest speaker.

Our volunteering Cultural Ambassadors are working for goodness at Aksaray

Our 25 Cultural Ambassadors, who took responsibility for the cultural transformation studies of our

Aksaray factory, came together in a workshop and formed the communication planning of the areas

focusing on “Ownership”, “Contribution”, “Learning by Solution”. With the first action of the

ambassadors, we participated to the "Breath for the Future" tree plantation event, organized by the

Ministry of Forestry, at the Hicip Forestation Field with a team of 25 people. We breathed into the future

by planting 375 saplings. Our ambassadors supported the World Cleaning Day (Let’s Do It) by

becoming the transportation sponsor of the event, while volunteers made up of our factory employees

participated to the cleaning event of the Uluırmak Regulator. Our ambassodors further shared our

projects within the scope of our “Cultural Transformation Project” and our innovations at our

manufacturing plant in the Birikim Dergisi.

Brisa Young Advisory Board actions were launched

The first Young Advisory Board members who set out to create our leadership development program

with agile methods have both experienced a development journey themselves, and launched innovative

and inspiring brand new “Let’s Co” Leadership Development Program, which they designed with

inspiration from outside and nurtured from the inside.

Tracers Project progressing with full speed

We witnessed the development of successful works and innovations throughout the year with the Tracers

Project, with which Brisa members shared their different projects with senior management and all

employees every month. Within the scope of the program, projects that serve our goals in the fields of

"indisputable leadership", "excellence in production", "export", "cash management", "Aksaray

Manufacturing Plant" and "smart culture" were presented.




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Digital Thermometer identified at Brisa

We designed a Digital Maturity Level measurement workshop and identified our level with various

workshops in order to understand the distance we covered in our Digital Transformation Journey and to

set out a plan to continuously follow up on our improvement areas.

We accelerated our Digital Workplace implementations

We started interactive trainings about topics like file sharing, file keeping, working as a team and so on

with which we introduced digital workplace applications connected to cloud systems in order to make

it possible for Brisa employees to work faster and more efficiently in their business processes. At the

same time, as part of our internal digital transformation efforts, we have accelerated our efforts to

popularize the social sharing platform Yammer. We also moved Tek Nokta, which operates in the field

of information technologies, to solve the needs of our employees and answer their questions, on

WhatsApp. Thus, Brisa employees were able to find solutions to their demands much more quickly and

easily.

We organized the Skill Up Day

As part of our “Smart Culture” initiative we held the “Skill Up” day at our Izmit Manufacturing Plant

and at our Altunizade Office with Makers Turkey. We participated to training workshops in topics of

“Managing your daily tasks with agility”, “What Does This Thing Called Coding Mean?” Code for your

child, Sensory Focused Thinking and Problem Solving and Create a Story Playing Games.

It is our children’s turn in our digital transformation process: Coding Workshop for Children

Brisa employees’ children familiarized with “do it yourself with technology” culture following Makers

Turkey’s presentation about new generation learning trends in the World and do it yourself culture for

our employees.

Brisa became one of the firsts at the Digital Talent Fest

We participated to the first digital employee and employer meeting organized with the cooperation of

Toptalent.co online, a career platform. We became one of the first users of the platform with the event,

and we found the opportunity to have online interviews with many experienced white-collar candidates

and university graduates looking for a job.

Plain Transformation progressing at Brisa

Various departments of the company planned plain transformation projects following their participation

to plain transformation principles and implementations trainings.

We started In-house Entrepreneurship Program

The launch of the Rocket Program took place with Makers Turkey’s founder Ongun Tan’s inspiring

“Thinking Like an Entrepreneur” speech at three different locations of our company. Following the

launch and with the help of the Rocket Program, Brisa members will be able to start their journeys to

realize their innovative in-house entrepreneurship projects together with their top management sponsors

and Brisa Innovation Team mentors.

1650 Brisa members honored with Service Seniority

1.650 Brisa members, who have worked between 5 to 30 years between 2014 – 2018 were honored with

Service Seniority.




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Awarding our colleagues in terms of quality with “Weareoneinthefield”

We added another #weareoneinthefield (#sahadabiriz) implementation to our project at our Izmit

Manufacturing Plant location. Starting from the beginning of the year, we started to award our

colleagues who have contributed to the identification of the quality problems at the Field Quality

Observations with the participation of Senior Management.

We organized Business Continuity Award Ceremony

We awarded our employees, who enable business excellence to be continuous, with a special ceremony.

We organized a raffle to award our employees, who have successfully met the criteria we have identified

during the business period set fort he event.

We organized an Earthquake Awareness Week

We declared the week of 19th of August Earthquake Awareness Week. With in this scope, we prepared

and distributed an information card on how to prepare ourselves for an earthquake and how to protect

ourselves in the event of an earthquake. We also organized a speech to be given by GEA Search and

Rescue team members to our employees about how to secure ourselves in the event of an earthquake.

Warm-up meetings for new Brisa members

Within the scope of the Warm-up program we have created, newcomers to the Brisa Family, who joined

us as of 2018, came together with senior management and related department managers at breakfast

meetings in Izmit factory, Aksaray factory and Altunizade office.

Business Social Sharing Platform from Brisa Academy: Witamin

With the Witamin social sharing platform, which we hold on the last Wednesday of every month, Brisa

employees took a 20-minute break between the businesses and listened to different speakers both from

inside and outside the company.

Internal Trainer Summit from Brisa Academy

In order to thank to Internal Trainers, who support approximately 20% of all the workshops with which

Brisa Academy shares its accumulated knowledge with all our shareholders, we organized the second

Internal Trainer Summit with the “Simplify the Complexity” theme.

Brisa Academy TV started its broadcasting activities

With the digital media application Academy TV, Brisa Academy can now deliver its projects,

applications and training to Brisa employees even more swiftly. Brisa employees, who come across with

Academy TV at the least expected moment with the slogan “Academy is everywhere”, share their

comments about the Academy practices.

Brisa employees met during a sport event with “Courageously Moving Forward” theme

Brisa team was established for the Turquoise Football Tournament, which is anticipated every year

among the employees of our Izmit Manufacturing Plant. We joined the first intercompany video games

festival with 35 employees and participated to 9 different tournaments. Brisa employees, who also took

part in Corporate Games, competed together and had a lot of fun.

Come on kids; let’s go to Brisa!

We organized an exclusive eventincluding the Museum tour and lab visit for the children of Brisa

employees on April 23rd, National Sovereignty and Children’s Day.

Brisa employees’ children familiarizing with table tennis

We set-up a winter table tennis workshop so that Brisa employees’ children can spend their holidays

both having fun and learning and take advantage of their holidays with sports.




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Brisa employees’ children created colorful scenes at our Aksaray Manufacturing Plant with their

kites

We celebrated both the end of the education term and Father’s Day at our Aksaray Manufacturing Plant

with a “Kite Festival” organization. While adults remembered their childhoods and how to make a kite,

most of the children of our employees flew kites fort he first time with their families. Following the

workshop, which took place with the attendance of 80 children and 100 adults, we flew the kites

together.

3.4. Social Sustainability

As a manufacturer and a company with 30 years of history, we realized many social contribution projects

until today. We especially perceive contributions about safety driving in traffic as our priority

responsibility as it directly matches with our products. It is also one of our priorities to reach every social

cluster of the society with a wide range of subjects from education to culture and from sports to sharing

of our accumulated experiences besides our manufacturing and products in order to value in many

different fields.

Contribution to education and culture

We are supporting students’ education with the fund that we put together with the revenues coming from

Brisa Academy’s online education sessions and support of the Brisa Members’ Educational Support

Association.

• Brisa Members’ Educational Support Association

Brisa Members’ Educational Support Association (BMÖDD) is found on a volunteering basis by Brisa

employees to support the continued education of students who are in need. The association supported

more than 490 students with scholarship funds until today and in 2019 supported 96 students. We are

proud to see the contributions of more than 370 previous students as today’s profession owners.

• Vocational High School Coaching Program

We completed the 2018 – 2019 Private Sector Volunteers’ Association’s Vocational High School

Coaching Program following the attendance of 3 female coaches and 10 students to contribute to the

personal development of Vocational School students.

• We started a book collection campaign

With our book collection campaign, we delivered the books to the children studying in Harmandalı

Atatürk Secondary School in Aksaray Ortaköy district and in Hamidiye Secondary School in Kocaeli

Gölcük district.

• Advanced Data Analytics Project and “Drive On With Courage” story from “First

Footsteps of My Career” interns

Our 2 trainees, whose development processes are continuing in our long-term internship program "First

Footsteps of My Career " designed for students studying in engineering departments of universities,

have completed an exemplary project. Interns, who are also involved in advanced data analytics of our

digital transformation journey, have added value to our production processes with their analysis and the

codes they wrote. The young interns also presented their projects to the senior management of Brisa,

and made our team, who supported them through their internships, proud with their journeys in our

company, which helped them courageously move forward.

• We hosted university engineering students at our manufacturing plant with in the scope

of the “Courageous Engineers” Program

We believe in the importance of social development and welfare. With this belief, for many

years until now, we developed many valuable projects.




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We hosted 45 students studying at numerous universities in Turkey at our Izmit Manufacturing Plant on

December 5th World Engineers Day as part of our partnership with online career platform company

Toptalent.co. Within the scope of the program, the engineers of the future, who had the experience of

developing ideas and making presentations in an exclusively prepared workshop for the group with the

support of young teams from different departments such as R&D and mobility solutions, also

participated to the touring event of our Izmit Manufacturing Plant.

• We hosted the students of Harmandali Atatürk Secondary School in our Aksaray

Manufacturing Plant

Approximately 70 students and their teachers from the Harmandalı Atatürk Secondary School, which

we renovated for the commemoration of our company’s 30th anniversary, visited our Aksaray

Manufacturing Plant and observed the smart digital implementations we put to work on site as well as

attending to a sustainability workshop.

• Being a first in our industry, Brisa Museum continues to attract the attention of visitors

At our Brisa Museum, as the first example of its kind in our industry with the main theme of “Journey”,

we are telling Lassa Tyres’ / Brisa’s history of transformation from an industrial company into an

innovation company offering a total experience of services and products. At our museum we are giving

the visitors information about the yearly history of Brisa as well as information about construction and

anatomy of a tyre, importance of rolling resistance, pressure, balance, weight, and softness in a tyre,

differences between summer and winter tyres, and importance of water evacuation. Brisa museum also

attracts attention due to the smart and environmentalist complex that it is built in as the complex

produces 20% of the energy that it requires from the solar panels located at the roof of the building, that

there are more than 90 different plant species inside its garden which is watered totally with purified

water and that the complex is one of the very few buildings in Turkey which holds a Leed Gold

certificate. Until today, we hosted approximately 8.000 visitors at Brisa Museum, which gathers

attention from the people and students living in Kocaeli as well as from our business partners.

Robotel team established at Brisa

We organized a workshop with the Robotel Association, a member of the Sabancı Foundation’s

Changemakers Program, which strives to provide freedom of movement to children who for some reason

lost their hands or arms. We will support the Robotel Associations development with our volunteering

Robotel Team and share our accumulated technology information, courage and innovative approach.

Supporting Sports

We are proud sponsors of our Lassa Tyres Cycling Team operating under the Brisaspor roof to

contribute to the promotion of sports.

In addition to the successful results they attained in Turkish Championships in 2019, our athletes also

successfully represented our country in the Balkan Region and European Championships.

At the same time, we became one of the main sponsors of the 2020 World Mountain Bike Marathon

Championship that will be held with the auspices of the Presidency of Turkey in Sakarya province for

the first time.

Sharing our accumulation

Our managers feature as speakers at conferences and university events to share their experiences and

accumulated knowledge. Our senior managers shared their career journeys with high school and




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university students who would like to steer their careers during 2019 as well. Our managers came

together with students from Middle East Technical University, Sabancı University, Yiddish Technical

University, Bahçeşehir University, TOBB University, Sakarya University, Aksaray University and

Kocaeli University. Our company also assumed the scientific committee judge and forum presidency

positions during the 35th "International Conference of the Polymer Processing Society" congress that

took place in Turkey.




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CORPORATE GOVERNANCE COMPLIANCE REPORT

PART 1 – DECLARATION OF COMPLIANCE WITH CORPORATE GOVERNANCE

PRINCIPLES

As one of the pioneers and leader companies in the Turkish industry, Brisa Bridgestone Sabancı Lastik

Sanayi ve Ticaret A.S. (it is hereinafter referred to as “Brisa” or “Company”), which is aware of its

responsibilities that it upholds to its stakeholders, adopts as a principle to comply with the Corporate

Governance Principles issued by the Capital Markets Board and the four principles of corporate

governance based on transparency, fairness, responsibility and accountability and to make provisions

where circumstances require amendments thereof. In the 1 January – 31 December 2019 accounting

period, in line with this principle adopted by the Company, Brisa has applied and accommodated “the

Capital Markets Board Corporate Governance Principles” set out in the CORPORATE GOVERNANCE

COMMUNIQUÉ No II-17.1 (“the Communiqué”), which has been issued by the Capital Markets Board

(“CMB”) and has entered into force upon publication in the Official Gazette dated 3 January 2014 and

No 28871.

Brisa has prepared the “2019 Corporate Governance Principles Compliance Report” in accordance with

the new format indicated by the Capital Markets Board's Board Bulletin No. 2014/2 published on

January 27, 2014.

Brisa;

has taken the required steps in line with the Corporate Governance Principles, and its engagement to

compliance thereto as well as all its activities to date have demonstrated awareness of responsibilities

towards shareholders and stakeholders;

is well-aware of the advantages of adopting the Corporate Governance Principles and aims to strengthen

its compliance with these principles in cooperation with all employees and top management executives;

exercised due diligence in following the mandatory and non-mandatory regulations set out in the

Corporate Governance Principles during 2019, published the related detailed reports to inform

shareholders and stakeholders on www.kap.gov.tr and the Company’s website, www.brisa.com.tr.

In this regard;

• The 2018 General Assembly information document has been prepared in detail and published

on the company's website three weeks prior to the General Assembly meeting, and thereby

submitted for information of the shareholders and stakeholders.

• As stipulated by Article 10 of the Communiqué on Corporate Governance and Article 5 of the

CMB’s Communiqué on Principles to be Followed by Joint Stock Corporations subject to

Capital Market Law (Serial: IV, No: 41), the conclusion of the report on transactions exceeding

the thresholds envisaged between the company and its associated parties has been submitted for

information of the shareholders through the Public Disclosure Platform and the company’s

website.

• In accordance with Article 19 of the Capital Market Law No. 6362, the limit of the donation to

be granted by the company in 2019 has been fixed as five percent (5%) of the net profit, as

approved by the General Assembly.

http://www.kap.gov.tr/




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• Directors and Officers Liability Policy for Board Members and Executives numbered

63280532, that has been issued by Aksigorta A.S. effective as of September 21, 2015 in order

to insure the damages to the Corporation that may be caused by faults of the board of directors

during the exercise of their duties for 25 million US dollars pursuant to Article 4.2.8 of

Corporate Governance Principles annex to CMB's Communiqué on Corporate Governance No.

II-17.1, has been renewed in September 20, 2019 with the Policy numbered 173206032 for one

year period.

• The company has simultaneously and promptly submitted any required information to all

investors and analysts in a secure, consistent and regular manner. Moreover, the company has

organized investor meetings and sought to reach more investors through press releases and

media interviews in order to establish continuous and thorough communications with them.

Acknowledging the importance of full compliance with Corporate Governance Principles, Brisa is

committed to follow all the mandatory principles set out by the Communiqué on Corporate Governance

No II-17.1. However, challenges faced in implementation of some non-mandatory Corporate

Governance Principles, ongoing domestic and international debates concerning compliance with some

principles, and incompatibility of others with the market and the company’s current structure constituted

obstacles to full compliance. The aforementioned principles and justifications for non-implementation

thereof are summarized below:

• As regards the recommendation on “vesting shareholders with the right to request for special

audits and adding a provision concerning minority rights in the Articles of Association,” since

the company is of the opinion that current Turkish Commercial Code provisions on appointment

of special auditors and minority rights are sufficient in this regard, these rights have not

additionally been regulated by the Articles of Association.

• Although the company does not have any policy with reference to the recommendation in

Article 4.3.9 of the Communiqué, which reads as “Corporation shall determine a target rate

provided that it is not less than 25% and a target time for membership of women in the board of

directors and form a policy for this target,” due diligence will be exercised in future plans in

order to reach this target.

• Besides this, the Corporate Governance Committee assumes obligations of the Nomination

Committee and Compensation Committee laid down in Article 4.5.1 of the Communiqué. On

another front, although effort is made to comply with the recommendation in Article 4.5.5 of

the Communiqué, stating that “any member of the board of directors shall not serve duty on

more than one committee,” some Board Members are indeed members of more than one

committee due to committee structuring requirements, the number of Board Members, and

because of the business expertise required by committee membership.

• In accordance with Article 4.6.5 of the Corporate Governance Principles, remunerations and all

other benefits provided to Board Members and Senior Executives are publicly announced via

annual reports. However, these disclosures are not released on a personal basis.

• There is no model or mechanism established for participation of stakeholders in the

management. Nevertheless, the company and shareholders, as well as stakeholders, are

represented by means of independent members taking part on the Board of Directors.

The principles that have not yet been implemented have not caused any conflict of interest among

stakeholders to date. Relevant developments are followed, and efforts continue toward compliance.




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These efforts will be maintained in the near future by taking into consideration legislation updates as

well as practices.

PART 2 - SHAREHOLDERS

2.1. Investor Relations Department

Our company comprises an Investor Relations Department operating to maintain proper relations with

current and potential shareholders, protect and facilitate exercise of the shareholding rights, enhance the

recognizability of our Company in the capital markets, and ensure required compliance with the

Legislation on Capital Markets.

The Investor Relations Department at Brisa operates under Chief Financial Officer, Reşat Oruç, who is

also a Member of the Corporate Governance Committee. To fulfill the obligations inflicted from the

Company’s Capital Market legislation and the coordination in the Corporate Governance applications

is provided by, Capital Markets Activities Advanced Level License (License number: 203738) with

Corporate Governance Rating Specialists License (License Number: 700270) owner Serafettin Karakis

and the Corporate Governance Committee Rapporteur Ebru Yiğit, serves as Financial Planning and

Analysis Manager including responsibility of Investor Relations Department. Another member of the

department is Hüseyin Kurt.

Contact Persons

Name Surname Title Phone Number E-mail

Reşat Oruç Chief Financial Officer 0262 316 57 00 [email protected]

Serafettin Karakış Investor Relations

Responsible

0212 385 81 64 [email protected]

Ebru Yiğit Financial Planning Analysis

Manager

0216 544 22 37 [email protected]

Hüseyin Kurt Investor Relations Specialist 0216 544 22 44 [email protected]

Among the duties of the Investor Relations Department are ensuring exercise of shareholding rights,

reporting to the Board of Directors, and providing communication between the Board of Directors and

shareholders. The primary activities carried out by the Department within the period are as follows:

• It has been ensured that correspondences exchanged between investors and the Company,

records of other information and documents are kept properly, securely and up-to-date, and

transactions within the Central Registry Agency have been coordinated;

• Requests for company-related information—with the exclusion of confidential information and

information of a trade secret nature—received by the Department during the financial year have

been answered clearly and explicitly in person or via communication means in line with the

Company’s Disclosure Policy;




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• It has been ensured that this year's Ordinary General Assembly meeting was held in compliance

with the applicable legislation, the Articles of Association and other internal regulations;

• Practices have been developed to facilitate participation of the shareholders in the General

Assembly and enhance the communications during the meeting. Informative documents have

been prepared for shareholders to reference during the General Assembly meetings; the website

has been updated continuously to provide shareholders with uninterrupted access to clear

information about the company;

• In addition to disclosures released as per legal requirement, communication with the public has

been coordinated and interviews have been held with investors and analysts with an eye to

observing and monitoring the fulfillment of obligations arising out of the Legislation on Capital

Markets including all kinds of matters concerning corporate governance and public disclosure.

Conferences and roadshows organized by intermediary institutions have been well attended.

The company’s performance in providing detailed information to investors within 2019 is given

with numbers in the table below:

Number of investors interviewed in conferences and meetings 53

Number of investors and analysts interviewed face to face 25

Number of teleconferences related to financials 4

The Investor Relations Department operating under Chief Financial Officer and establishing

communication between company stakeholders and investors prepared an annual report on activities

conducted in 2019 and submitted to the Board of Directors on February 19, 2019, pursuant to Article 11

of the Communiqué on Corporate Governance numbered II-17.1 issued by the Capital Markets Board.

In 2019, the company released 13 material event disclosures through KAP (Public Disclosure Platform)

in accordance with CMB's regulations. These disclosures have been released in a timely manner.

Therefore, CMB or BIST have not imposed any sanctions.

Finally, the “Corporate Intermedium Contract Regarding Central Registration System” was signed by

and between Ak Yatırım Menkul Değerler A.S. and the company on February 10, 2009. This contract

stipulates fulfillment of issuer operations under the Central Registry Agency and related services to be

provided to company shareholders. The Contract was in effect in 2019, as well.

2.2 Shareholders' Right to Obtain Information

The Corporate Disclosure Policy requires that all shareholders, potential investors and analysts be

treated equally with regard to the right to obtain and review information, and that same disclosures are

accessed by everyone. All information is shared within the scope of reports previously disclosed to the

public. All matters concerning the public disclosure obligation are presented in compliance with

legislation and the Articles of Association. Within this scope, material event disclosures, which are of

importance for investors, are released to the public through KAP (Public Disclosure Platform) and

published on the Company’s website, all in a timely manner and in compliance with legislation.




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In 2019, written and mostly verbal information requests have been transmitted by shareholders via

telephone, E-mails, and face-to-face conversations. These information requests were particularly

relevant to the General Assembly meetings held within previous activity period, as well as the capital

increase and profit share/dividend payments in previous years and the Company’s investments. These

requests have been answered meticulously by the Investor Relations Department within legal framework

and without any delay. For this purpose, the information that would be of concern to shareholders has

been disclosed on the website (www.brisa.com.tr) within the mandatory notification time frames.

The company’s annual report is published on its website. In addition, interim financial statements,

material event disclosures and announcements for shareholders issued are available on the website.

In 2019, no information or disclosure that could affect shareholders' exercise of their shareholding rights

was published on our corporate website.

The Articles of Association do not define appointment of a special auditor as a right. Since Article 438

of the Turkish Commercial Code grants each shareholder of the joint stock companies the

aforementioned right, it was not deemed necessary to add any provision into the Articles of Association

in this regard. No request has been received with respect to appointment of a special auditor for the

company during the financial year.

The company’s activities are regularly and periodically audited by the Independent Auditor appointed

by the General Assembly. Independent auditing for 2019 was performed by KPMG Bağımsız Denetim

ve Serbest Muhasebeci Mali Müşavirlik A.S (A Member Firm of KPMG International).

2.3.General Assembly Meetings

Regulations concerning Brisa’s General Assembly meetings are available on the corporate website in

the document titled “Internal Regulations on the Working Principles and Procedures of Brisa’s General

Assembly” under the “Information Society Services” category. Additionally, disclosures and documents

that should be shared with the public through KAP prior to and after General Assembly meetings, as

required by law, are also presented under the “Investor Relations” tab on the company’s website.

Brisa’s 2018 Shareholders Ordinary General Assembly meeting was held on Tuesday, March 22, 2019

at the company headquarters, namely at Istanbul, Beşiktaş, 4. Levent, Sabancı Center Sadıka Ana 2

Toplantı Salonu, under the supervision of the Ministry’s Representative Feyyaz BAL appointed by

decree number 90726394 dated March 21, 2019 issued by the Provincial Directorate of Commerce of

Istanbul Governorate. Shareholders participated in the Ordinary General Assembly meeting in a physical

and electronic environment, personally and/or by means of their representatives.

The invitation to the General Assembly meeting, as well as its agenda and date, were published in the

Turkish Trade Registry Gazette No. 9525 dated February 27, 2016, on the Public Disclosure Platform

website www.kap.gov.tr, on the E-General Assembly System of the Central Registry Agency, and on

the company’s website www.brisa.com.tr as stipulated in the Code and in the Articles of Association.

This was performed minimum three weeks in advance of the General Assembly meeting via all kinds




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of communication means, including electronic communication, which would ensure that as many

shareholders as possible were informed, in addition to legally stipulated procedures.

The annual report comprising the audited 2018 figures, financial statements and reports related to 2018,

profit distribution proposal, information note on agenda items of the General Assembly meeting, and

other supporting documents related to agenda items have been submitted for reviews of the shareholders

at our Istanbul headquarters, on our website and at KAP 22 days prior to the General Assembly meeting

date. Questions with respect to these documents have been answered accordingly.

In order to ensure shareholders' representation at the General Assembly, the Electronic General

Assembly System was used and the power of attorney form certified by a public notary as stipulated by

Capital Markets Board’s Communiqué No II-30.1. This form is available for inspection at the company

headquarters and on the company’s website. Shareholders, whose shares are monitored by the Central

Registry Agency on a dematerialization basis, have the right to participate in General Assembly

meetings in person or may send representatives authorized under public notary-certified powers of

attorney. Shareholders also have the right to participate in the General Assembly meeting via Electronic

General Assembly System using their secure electronic signatures. Thus, due diligence has been

exercised for equal, cost-efficient and easy participation by shareholders.

Prior to the General Assembly meeting, the shareholders, the Capital Markets Board and/or other public

institutions and organizations in relation with the Company did not propose any additional agenda item.

Of 30,511,687,500 shares corresponding to company’s total capital amounting to TL 305,116,875.00;

64.484.500 shares corresponding to the capital amounting to TL 644,845 have been represented by

acting as principal, and 26,723,584,812.20 shares corresponding to the capital amounting to TL

267,235,848.122 have been represented by acting as representative at Brisa’s Ordinary General

Assembly meeting. Rate of participation to the General Assembly was 87.80%.

Board Members, the Company’s Auditor, General Manager, Chief Finance Officer and the personnel

involved in charge of meeting preparations attended the General Assembly meeting. However,

stakeholders or news media did not take part in the meeting.

The main agenda articles of this meeting comprised the following: briefing on the 2018 Annual Report

and Auditor’s Report, discussions on and approval of the financial statements, approval of the

assignments due to the resignations at the Board of Directors, discharge of obligations of the Board

Members, planning how to use the 2018 profits and determining the distribution procedure/dividend

ratios, informing about the 2018 donations and aids, determining the donation limit for 2019,

appointment of auditor, and giving permission to the Chairperson of the Board and Board Members to

carry out transactions referred to in Articles 395 and 396 of the Turkish Commercial Code.

At the General Assembly meeting, it was submitted for information of the shareholders that the total

amount of donations in 2018 was TL 623,955,42. It was resolved, by a majority of votes cast by meeting

participants, that the upper limit of donations to be granted by the company in 2019 shall be 5% [five

per cent] of the company’s net profit.




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Shareholders were given the chance to declare their opinions and ask questions under equal conditions

at the General Assembly meeting. During the General Assembly meeting, shareholders did not bring

forward any item or proposal outside the agenda, nor did they ask any questions to Corporate

Management.

At the General Assembly meeting, no proposals have been submitted by the shareholders, except for the

articles of the agenda.

Minutes of the General Assembly meeting were published on KAP, the Turkish Trade Registry Gazette,

and the Electronic General Assembly System. In addition, any announcement, document and paper

concerning the General Assembly meeting was uploaded to Brisa’s website for information of the

shareholders and stakeholders.

No Extraordinary General Assembly meeting was held in 2019.

2.4.Voting Rights and Minority Rights

According to the Articles of Association, each shareholder may vote only once at General Assembly

meetings, without any privilege in voting rights.

With a view to preserving and maintaining the Company's harmonious management structure, no

regulation regarding granting cumulative voting rights in the current shareholding structure and in the

current shareholding ratios was added to the Articles of Association.

The Company is not engaged in any cross-shareholding relationship with another company.

In the Articles of Association, there is no provision concerning representation of minority shareholders

and stakeholders in the management. However, at the Board of Directors, two Independent Board

Members take part in order to represent all shareholders (particularly minority shareholders) and

stakeholders equally.

Brisa attaches importance to exercise of minority rights in compliance with provisions of the Turkish

Commercial Code and regulations issued by CMB. In 2019, no complaints were received with respect

to this matter.

2.5.Dividend Right

As required by the Articles of Association, Hacı Ömer Sabancı Foundation holding 100 usufruct shares

has privilege in the profit. These privileges are calculated as per the Articles of Association provisions.

According to the Profit Distribution Policy approved at Brisa’s Ordinary General Assembly meeting on

March 21, 2014, profit distribution has been determined within the framework of the Turkish

Commercial Code provisions, the Legislation on Capital Markets, the relevant article of the Articles of

Association on legislation and profit distribution, and also according to Brisa’s medium- and long-term




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strategies as well as investment and financial plans. The policy considers the current situation of the

national economy and of the sector, and likewise strikes a balance between shareholders' expectations

and Brisa’s needs.

The General Assembly may transfer net profit entirely or partially to the extraordinary reserve fund. If

Brisa’s Board of Directors proposes the General Assembly to not distribute the profit, during the General

Assembly meeting shareholders shall be informed about the reasons thereof and how undistributed profit

shall be utilized. This information shall also be shared publicly through annual report and via website.

Brisa does not distribute dividend advances.

The Profit Distribution Policy is submitted for approval of shareholders at the General Assembly

meeting. This Policy is reviewed every year by the Board of Directors, taking into consideration any

setback in the national and global economic conditions as well as current situation of ongoing projects

and funds. Any amendments to this Policy shall be submitted for approval of the shareholders at the

next General Assembly meeting following the amendments and disclosed to the public via the website.

The Profit Distribution Policy and proposal for distribution of annual profit are available in the annual

report, shared with shareholders at the General Assembly meeting, and publicly announced via the

“Investor Relations” page on our website.

At the 2018 Ordinary General Assembly Meeting, the Board of Directors’ proposal (dated February 20,

2019) for distribution of profit was accepted, and it was resolved that to strengthen financial structure

of the company and to create funds for financing of investments, net profit of the company is not

distributed to Shareholders and reserved as extraordinary reserves.

2.6.Transfer of Shares

As elaborated under Article 31 of the Articles of Association, transfer of the registered shares held by

the controlling shareholders, namely Hacı Ömer Sabancı Holding A.S and Bridgestone Corporation, is

subject to certain limitations. In brief, any controlling shareholder intending to transfer shares shall offer

them firstly to the other controlling shareholder. The controlling shareholders may not transfer their

shares to third parties in actual or potential competition with either Sabancı Holding or Bridgestone, or

with their affiliates or subsidiaries, by engaging in the same or similar lines of business as theirs.

The Articles of Association do not include any provision limiting transfer of shares by other

shareholders.

PART 3 - PUBLIC DISCLOSURE AND TRANSPARENCY

3.1.Corporate Web Site and the Contents thereof

Our company’s corporate website address is www.brisa.com.tr.

In addition, within the framework of the principles and procedures concerning creation of websites, and

for allocation of a certain part of these sites for publication of announcements to be made by the company

as required by law and for the information society services pursuant to the “Regulation on Web Sites

Created by Corporations” and the first paragraph of Article 1524 of the Turkish Commercial Code, our

company receives Central Database Service Provider support services from the Central Registry Agency

http://www.brisa.com.tr/




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(CRA). Announcements to be published by the company as required by law are accessible through

CRA’s “e-Company, Companies Information Portal.”

For public disclosure purposes, in order to maintain relationships with the shareholders more effectively

and rapidly, and communicate with the shareholders continuously, the company’s website is used

actively within the framework of the Corporate Governance Principles.

Information available on Brisa’s website may not substitute material event disclosures and notices

required by the Legislation on Capital Markets. All public disclosures of Brisa are accessible through

its website configured and organized accordingly and secured with all possible measures. The

company’s website is reviewed and revised within the framework of the section titled “2.1. Corporate

Website" within the reference Corporate Governance Principles, as part of the CMB’s Corporate

Governance Communiqué No II-17.1. The website provides access to information and documents

stipulated by legislation. Annual financial statements, Annual Reports and other similar documents are

also available in English. Announcements and agendas of the General Assembly meetings, information

documents related to the agenda, other information, documents and reports related to the agenda, and

participation methods of the General Assembly in particular are clearly presented on the website. Our

website is improved on a regular basis.

Important website content is outlined below:

• Detailed information regarding corporate identity

• Mission, vision, corporate values, ethical rules and main strategies

• Information on board members and senior management

• Organization and shareholding structure of the company

• CMB Material Event Disclosures

• The Articles of Association

• Trade registry information

• Financial information

• Press releases

• Announcements on the date, agenda and agenda topics of General Assembly meetings

• General Assembly internal directive

• Minutes of General Assembly meetings, and list of participants

• Corporate Governance practices and compliance report

• Profit Distribution Policy

• Disclosure Policy

• Donation and Aid Policy

• Anti-Bribery and Anti-Corruption Policy

• Remuneration Policy

The website management principles are provided in our “Disclosure Policy.”

3.2.Annual Report

The Brisa Annual Report is prepared in detail to enable public access to reliable information about the

company’s activities in a complete and timely manner in compliance with “Regulations on Determining




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the Minimum Content of Companies’ Annual Reports” issued by the Ministry of Customs and Trade

and entered into force upon publication in the Official Gazette dated August 28, 2012. The terms are

stipulated in the CMB’s Communiqué No II-14.1 on “Principles of Financial Reporting in Capital

Markets,” the Turkish Accounting Standards/Turkish Financial Reporting Standards (TMS/TFRS),

formats determined by CMB, and the Corporate Governance Principles. Unless the Board of Directors

resolves, under a separate statement of responsibility, that it shall be disclosed after financial statements,

it is disclosed to the public along with financial statements via KAP and the Company’s website

(www.brisa.com.tr).

In addition, quarterly bulletins and financial statements are published on KAP and the Company’s

website. Annual report is also available in printed form, ready to be shared with relevant parties.

Within this framework, the Brisa 2018 Activity Report was presented to our shareholders at company

headquarters via the Central Registry Agency’s (CRA) Electronic General Assembly portal and on the

company’s website for three weeks prior to the 2018 Ordinary General Assembly meeting as stipulated

by the Turkish Commercial Code, relevant regulations and Capital Market Law. The Activity Report

was then subsequently read and discussed at the Ordinary General Assembly meeting of March 22,

2019.

PART 4 – STAKEHOLDERS

4.1.Informing Stakeholders

Employees, customers, suppliers, trade unions, NGOs, the state, potential investors and similar parties

who work directly with the Company are regarded as stakeholders. Recognizing the long-term benefits

of close cooperation with stakeholders, the Company endeavors to respect and protect their rights as

derived from legislations, bilateral agreements and contracts.

Brisa's stakeholder information process is based on the Information Policy, issued on December 25,

2014 by the Investor Relations Department and published on the Public Disclosure Platform

www.kap.gov.tr and www.brisa.com.tr. Within the scope of the Disclosure Policy, information that does

not constitute trade secrets is shared with stakeholders in line with the principle of transparency, through

public announcements, the media, press meetings and similar activities.

Company employees are provided with information both specific to their respective field and about

general topics through email, and activities such as meetings, seminars and trainings. The Company has

also established an information portal where employees can access all information or documents

relevant to their tasks.

Recognizing the importance of dealers as the most important points of contact with the customer, the

Company has developed an online "Dealer Information System". Moreover, a dealer database

management system has been created to provide dealers with the ability to manage their communications

with their employees and corporate clients. These systems are complemented by a series of advanced

support systems, including the Dealer Automation System developed to assist dealers in managing their

operations in a more professional manner, the Guarantee System (e-Guarantee) offering end users

services and information about our products, and “Customer Application Management” used primarily

by the call center in order to meet customer requests concerning the Company's products, services,

systems, and methods. All flow of information towards dealers and users is carried out in an integrated

manner with Brisa’s CRM Model, and the Company also organizes general and regional meetings with

dealers to facilitate sharing of information.

http://www.kap.gov.tr/





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Suppliers working directly with the Company are provided with information mainly through the

procurement portal (OSAT), as well as various events such as meetings, visits and notifications.

The Company has adopted a code of conduct to protect the rights of its stakeholders. Stakeholders can

contact the Ethics Board of our main partner, H.Ö. Sabancı Holding via email to [email protected] or

calling (212) 385 85 85, or directly contact Nilgün Özkan, Brisa Ethics Consultant, Human Resources

and Corporate Development Director at (262) 316 58 00. The Audit Committee and/or Corporate

Governance Committee are also informed as necessary.

4.2.Stakeholder Participation in Management

There is no established model or mechanism regarding stakeholder participation in management.

However, the presence of independent members on the Board of Directors allow all stakeholders, and

not only the Company or its shareholders, to take part and be represented in the management.

Shareholders participate in the management during the General Assembly, and they are given equal

opportunity to voice their opinions and make inquiries. All Board members elected in a vote at the

General Assembly, participated by all stakeholders.

The Company implements a governance model that promotes employee participation in key policy-

making processes, dissemination of policies within the Company to inform goals, implementation of

planned practices, and review of implementation results to ensure continuous improvement.

White-collar employees take part in management through periodical meetings as well as annual goal-

setting and performance evaluation meetings. An Employee Loyalty Survey is used to measure loyalty

and satisfaction among both white- and blue-collar employees, and results obtained from the survey is

used to develop action plans in areas of opportunity. Additionally, employees provide feedback to their

colleagues and management through a 360-degree feedback model, where results are evaluated in

various management meetings to inform action plans to bring about the necessary change. These

methods enable employees to participate in and contribute as necessary to ensure efficient governance.

Any changes in the working conditions, working environment, employee benefits and similar matters

concerning blue-collar workers are discussed in meetings with participation from such employees as

well as the Lastik-Iş Trade Union.

Open channels of communications are maintained with all other, non-employee stakeholders

(customers, suppliers, etc.), and topics discussed at meetings with such parties are taken into

consideration in policymaking.

4.3.Human Resources Policy

Together with our Human Resources, Corporate Development and Working Principals, we add value to

our vision of “creating the journey ahead together as the Brisa Family” in the light of our mission, vision,

business ethics, excellence and social responsibility. We ”leave a mark on life” together with all our

stakeholders. Our policy supporting and sustaining our mid and long term business targets is to create a

workplace aware of its social responsibilities, where people are proud and happy to work. This

philosophy ensures work harmony and sustainability, emphasizes occupational health and safety, ethical

values and fair approach, and thus becomes “the most preferred workplace.” Moreover, we want to

sustain this labor environment with employees willing to take initiative because of their innovative

competencies and strong desire to succeed. These are our “pioneers” who are open to transformation

and development.

mailto:[email protected]




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In order to manage our relations with the blue-collar workers, we co-operate with our employee Remzi

Gürgün who is the Kocaeli Branch Board Member of Lastik-Iş Trade Union, and workplace trade union

representatives Barış Bülent Günel (Chief Representative), Sakir Yılgın, Melkan Kandemir, Erhan

Gede, Hasan Akyüz and Gürkan Yaman. Representatives handle the relations with the workers, while

the Branch Board member manages relations with the Representatives and the Branch Management.

Within the framework of our company’s Human Resources Policy, we adopted the principle of

“Providing Equal Opportunities to People with Equal Conditions.” The company is committed to

treating all employees fairly, respecting their religious, linguistic, ethnical and gender differences, and

taking measures to protect them against mistreatment. The company has equal opportunity policies and

avoids employing or forcing child labor. Our compliance is hand in hand with related laws, regulations,

workplace legislation and our ethical rules in the field. Before and during 2019, we have received no

complaints of discrimination.

The job descriptions, distributions, performance and rewarding criteria of personnel are announced

corporate-wide. Efficiency is taken into account when determining wages, raises and other benefits.

Brisa, like other Sabancı Holding companies operating domestically and internationally, respects and

complies with local law and private law arrangements such as collective labor contracts in the industry.

The company shows due diligence from the beginning until the termination of the labor agreement in

an attempt to protect all rights and pay the receivables of employees.

4.4.Codes of Conduct and Social Responsibility

Codes of Business Conduct have been formed, put into effect, and released for public attention on our

website. Employees have been informed about the Codes via intra-company communications platforms,

manuals, and trainings. Moreover, employees are updated via e-information programs and reinforce

their commitment to the Codes by signing the “Business Conduct Compliance Declaration.”

Brisa Sustainability Policy has been announced to share and deploy Brisa sustainability approach to

stakeholders in all BRISA’s operations.

Our prior responsibilities at social dimension of the policy have been showed below.

SOCIAL

Human Rights

• Respect and support International Human Rights and take responsibility to prevent violations

• Increase awareness against all kind of violations including family violence

Occupational Health and Safety

• Recognize Health and Safety primarily

Customer Health and Safety through Products and Service lifecycle




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• Give priority to customer health and safety through product and service lifecycle

• Share information about health, safety and environmental impact of our products and services

with our customers systematically and transparently

Anti-Corruption and Anti-Bribery

• Recognize anti-corruption and anti-bribery as our principal responsibilities

• Review our processes by considering anti-corruption and anti-bribery

Business Beyond Legal Arrangements

• Maintain method of doing business beyond full compliance of legal requirements

• Confirm transparency, fairness, responsibility and accountability principles in corporate

governance

Information Security

• Protect information confidentiality, integrity and accessibility and increase awareness

Employee Rights

• Maintain the business ethics guidelines (SA-ETIK)

• Recognize equal opportunity is one of the fundamental part of social sustainability

• Ensure women participation in business life equally and actively, and increase women

employment

• Support the elimination of all forms of forced and compulsory labor and the effective abolition

of child labor

• Respect and recognize our employees’ rights of organization, unionization and collective

bargaining, which are most fundamental rights emanating from the constitution and

international agreements

• Avoid discrimination in recruitment

• Take responsible attitude in balancing work and private life for our employees

Development Journey

• Become employer of choice

• Carry out corporate and individual performance evaluation process by deploying strategies and

targets to organization and employees

• Create a participative working environment by being best practices with our corporate

development approaches

Stakeholder and Society Relations

• Communicate transparently, participatively and based on mutual trust with our stakeholders in

all our operations

• Manage our social, environmental and economic impacts with stakeholders proactively




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• Embrace the understanding of social responsibility management based on stakeholder

expectations which are reflected on our business manner, culture and values

• Shape and diversify our contribution to society based on our social responsibility strategies

• Promote and spread sustainability approach

Brisa’s 2018 social responsibility projects within the framework of corporate citizenship are listed under

“Social Sustainability” heading.

Brisa is responsive to its social responsibilities and abides by environmental, consumer and public health

regulations as well as codes of conduct. The company supports and respects universal human rights.

Complying with Corporate Governance Principles Article 3.5.2., Brisa created the Anti-Bribery and

Anti-Corruption Policy in 2015 and released it to the attention of stakeholders on (www.brisa.com.tr).

Brisa, struggles for any kind of malpractice including bribery and corruption within this policy.

PART 5 – BOARD OF DIRECTORS

5.1.Structure and Composition of the Board of Directors

The Board of Directors observes the compatibility of corporate activities with legislation, the Articles

of Association, internal regulations and determined policies. The Board represents and directs the

company by observing its long-term interests in taking decisions with full consideration of risks, growth,

and profits of the company.

The company is represented and directed by a Board of Directors which was established in accordance

with the provisions of Turkish Commercial Code and Capital Market Legislation. The Board is

composed of at least eleven (11) members elected in the Ordinary General Assembly meeting of 2018

held on March 22, 2019 to serve until the Ordinary General Assembly meeting of 2020 to be held in

2021.

The Articles of Association does not specify minimum qualifications for members of the Board of

Directors. However, the required qualifications for members of the Board of Directors overlap with

relevant articles in the Capital Markets Board’s Corporate Governance Principles.

The Board of Directors is composed of both executive and non-executive members. A greater part of

the board membership is non-executive as defined in the Corporate Governance Principles. Among non-

executive members are two independent members who can perform their duties under no influence. The

members of the Board of Directors are elected by General Assembly in accordance with Corporate

Governance Principles.

Within the framework of Capital Markets Board’s Corporate Governance Principles article 4.3,

amendments have been made to the Articles of Association, which now allows independent members

on the Board of Directors. Independent members of the Board of Directors were determined by approval

of the independent members’ candidate lists comprising two persons in the Ordinary General Assembly

meeting on 22 March 2018, in accordance with the Board of Directors resolution No. 2018/13 dated 28

February 2018. Upon their nomination for independent membership, independent members of the board





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declare to the Board that they embody the criteria of independence. During the term in question, no

incidence was reported risking the independence of the independent members of the board of directors.

The maximum term of office for the members of the Board of Directors is three years. Members whose

term of office has expired can be reelected. In cases where a position becomes vacant for any reason,

the Board of Directors appoints a new member for the position, which they submit for the approval of

the General Assembly. This member completes his predecessor’s remaining term of office.

In accordance with Board of Directors resolution No. 2019/17 dated September 13, 2019,

Naohisa Yoda was assigned to the vacant positions of the membership of Board as in

replacement of Laurent Pascal Dartoux, who resigned from his position, to serve for the

remaining term, pursuant to Article 12 of the Articles of Association and this change would be

submitted to the approval of the Shareholders Board in the first General Assembly Meeting.

The members of the Board of Directors as of December 31, 2019, along with their types of membership

are as follows:

Name and Surname Type of Membership Title

Cenk Alper Executive Chairman of the Board

Naohisa Yoda Executive Vice-Chairman of the Board

Mustafa Bayraktar Non-executive Board Member

Barış Oran* Non-executive Board Member

Frederic Jean Hubert Cecile Hendrickx Non-executive Board Member

Mete Ekin Non-executive Board Member

Makoto Hashimoto Non-executive Board Member

Ahmed Cevdet Alemdar Executive/General

Manager Board Member

Saadet Ruba Unkan Ergener Non-executive Board Member

Mehmet Tanju Ula Non-executive Independent Board Member

Mehmet Kahya Non-executive Independent Board Member

*In accordance with the Article 12 of the Company’s Articles of Association and Board Resolution

dated 24 January 2020 number 2020/01, the Board resolved to approve the replacement of Mr. Barış

ORAN present member of the Board, by Mr. Haluk DINÇER as the new member of the Board effective

from the date of 24 January 2020 to serve for the remaining term and submit this change to the approval

of the shareholders in the next General Assembly.

Related PDP link: https://www.kap.org.tr/en/Bildirim/814309

https://www.kap.org.tr/en/Bildirim/814309




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There is no provision restricting the members of the Board of Directors from taking up extra-company

positions. CVs and extra-company positions of members of the Board of Directors are contained in the

activity report with in-group and out-group distinction.

Although the company does not have any policy with reference to the recommendation in Article 4.3.9

of the Communiqué, which reads as “Corporation shall determine a target rate provided that it is not

less than 25% and a target time for membership of women in the board of directors and form a policy

for this target,” due diligence will be exercised in future plans in order to reach this target.

5.2.Operating Principles of the Board of Directors

As indicated in the Articles of Association, the Board of Directors convenes as much as is necessitated

by the company’s dealings and proceedings. However, holding a meeting every three months is

compulsory. The Board of Directors convenes by invitation of the Chairperson or Vice-Chairman. The

Board of Directors meetings can be held either at home or abroad with the attendance of its members.

The resolutions of the Board of Directors are taken both in Turkish and in English.

The agenda of the Board of Directors meetings is set following the Chairperson’s negotiations with the

existing members and General Manager. To make sure that the agenda is set before the meeting, the call

for meeting is announced at least 10 days before the meeting via E-mail, registered letter, or signed fax.

All members prioritize attendance at every meeting and share opinions in these meetings. However, this

procedure can be ignored in emergency situations. Under such circumstances, at least eight (8) members

of the Board of Directors are necessary for starting the meeting. The meeting date is determined by

decision of the Board of Directors. When the Chairman or Vice-Chairman of the Board of Directors

does not call for the meeting, the members can also assume ex-officio authority for a call upon written

request by one member. Under circumstances where no member requests a meeting, the Board

resolutions can be taken when one member’s written suggestion on a specific issue is approved by at

least other seven (7) Board members via written statement, which means approval by a total of at least

eight (8) members as stipulated in Turkish Commercial Code Article 390 (4).

The Board of Directors held 19 meetings in 2019, of which four were face-to-face meetings and 15 were

meetings convened upon the written approval of members in accordance with Turkish Commercial Code

and Articles of Association decrees. The decisions were taken unanimously; Corporate Governance

Principles were also observed.

Each member of the Board of Directors has a single vote. The Articles of Association stipulate that at

least 8 out of 11 members should cast affirmative vote for decisions to be ratified.

Members of the Board of Directors did not present any opposing views to the resolutions of the Board

in the 2019 meetings. Given the absence of any questions by the members regarding the matters at hand,

these questions were not recorded into minutes.

No weighting vote is given to any member of the Board of Directors.

In accordance with the Article 10 of Capital Markets Board’s Corporate Governance Communiqué with

the serial number II.17.1., when the total amount of common and continuous transactions between our

company and the related parties in a financial year is expected to reach at least 10 % of the proportion




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of the amount of sales costs as contained in the latest yearly financial tables publicly released in

purchasing operations, of the amount of revenues as contained in the latest yearly financial tables

publicly released in sales operations, it is necessary to prepare a report regarding the terms of the

transactions and their comparison with market conditions, and to release the report or concluding part

thereof.

Within this framework, the report “Planned Operations with the Related Parties” was prepared in the

2019 financial year and approved by resolution No. 2019/06 of the Board of Directors dated 19 February

2019. The conclusion part of the report was announced on Public Disclosure Platform.

Accordingly, “The purchase of goods (rubber) between Brisa and the affiliated institution Bridgestone

Singapore Pte. Ltd in 2018 has been performed in accordance with market conditions and its

counterparts. In a similar vein, the transactions with the affiliated institution in 2019 will be performed

in accordance with market conditions as planned in the Company’s budget.”

During the relevant term, there existed no transactions with the related parties and no transactions of an

important nature as submitted for the approval of the independent members of the board of directors. In

addition, no unapproved transactions emanating from all these and submitted for the approval of the

General Assembly were recorded.

The Board of Directors’ management rights and representation authority are defined in the Articles of

Association.

In accordance with the Communique article 4.2.8, any faulty conduct by members of the Board of

Directors in the exercise of their duties and any damages by these persons to the company are insured

within the framework of Aksigorta A.S. “Directors and Officers Liability Insurance Policy” numbered

63280532 with an insurance coverage of up to 25 million American Dollars and it has been renewed in

September 20, 2019 with the Policy numbered 173206032 for one year period.

5.3.The Number, Structure, and Independence of the Committees Formed within the

Board of Directors

In accordance with Capital Market Legislation, Capital Markets Board regulations, and Corporate

Governance Principles, Committee Responsible for Auditing (i.e. Audit Committee), Corporate

Governance Committee, and Early Identification of Risk Committee were established to help the Board

of Directors exercise duties and responsibilities properly. Moreover, the duties of “Nomination

Committee” and “Compensation Committee” as mentioned in the Communiqué article 4.5.1 have been

assumed by “Corporate Governance Committee.”

The decisions of the committees, which are taken as a consequence of studies carried out independently,

are submitted to the Board of Directors as mere suggestions. The final resolution is taken by the Board

of Directors.

The Board of Directors is structured in accordance with the Corporate Governance Principles

Communiqué. Although the Communiqué article 4.5.5 advises that “any member of the Board of

Directors cannot take part in more than one committee,” an instruction seriously considered by the

Board, some Board members take part in more than one committee depending on the number of




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members on the Board, the necessities of the committee structuring, and expertise necessitated by a

specific committee membership. In this respect, due to the fact that the Audit Committee has to be

completely composed of independent members of the Board and that other committee’s chairmen have

to be independent members of the Board, Mehmet Kahya currently serves on all three committees at the

same time and serves as the chairman of Early Identification of Risk Committee as well. In addition

Mehmet Tanju Ula currently serves on Corporate Governance Committee and Audit Committee as

chairman. Barış Oran and Naohisa Yoda serve as members on both Corporate Governance Committee

and Early Identification of Risk Committee. Reşat Oruç serves as member of Corporate Governance

Committee.

The Committees have carried out their works regularly since the day of their establishment.

No conflicts of interest were reported in the committees in year 2019.

Detailed information about the committees formed within the body of Board of Directors is provided

below:

Audit Committee

The Audit Committee was established upon the resolution of the Board of Directors dated March 21,

2003, in accordance with article 28/A added by the Communiqué with Serial: X and No. 19 to the

Independent Audit in Capital Market Communiqué with Serial: X and No. 16 of Capital Markets Board.

The responsibilities of the Audit Committee include informing the board of directors of the corporate

accounting system, financial reporting, financial information released to the public, the activities of the

internal audit department, the functions and activities of the internal control system with independent

audit; supporting the company’s compliance with Capital Markets Board Legislation as well as other

relevant legislations and laws, Corporate Governance Principles and Code of Business Conduct; and

monitoring all relevant processes on these issues.

In meeting number 2018/19 on March 23, 2018, the Board of Directors decided the below-mentioned

members of the Board of Directors to be elected to the Audit Committee and the aforementioned

committee to be authorized with the duties described in the Capital Markets Board’s Communiqué with

Serial: X and No. 22.

Name Surname Title Board Member Status

Mehmet Tanju Ula Chairman Independent Board Member

Mehmet Kahya Member Independent Board Member

The audit committee is composed of members who have no direct executive functions, carry the title of

independent member on the board of directors, and have sufficient knowledge and expertise in financial

matters. The chairman and member of the audit committee are appointed by the Board of Directors. The

internal audit department acts as the rapporteur of the audit committee. Funds and any other support

necessary for the functioning of the committee are provided by the Board of Directors.




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The committee convenes every three months at least, which means at least four times a year, and records

the conclusions of the meeting in minutes later reported to the Board of Directors. The Committee

generally reviews the works of the Internal Control Department and Independent Auditing Firm, audits

financial statements, and examines any violation of business conduct and code of behavior in these

meetings.

The Audit Committee convened four times over the course of 12 months in 2019 and submitted a report

to the Board of Directors regarding the authenticity and accuracy of the financial statements to be

released to the public. Moreover, the Audit Committee convened with the internal control department

four times in 2019 to approve the auditing schedule, to examine internal audit reports corresponding to

five business processes, and to discuss competence of the internal control system.

Main activities performed by the Audit Committee in 2019 are as follows:

• Tracking the company’s financial and operational activities,

• Monitoring and approving the authenticity, accuracy, and congruity of the yearly and interim

financial statements to be released to the public with the company’s accounting principles,

• Choosing the independent auditing firm, preparing independent auditing contracts, and

initiating independent auditing processes,

• Tracking the efficiency and performance of independent auditing activities,

• Monitoring the function and efficiency of the internal control and internal auditing system,

• Evaluating the findings of the internal control system and reporting them to the Board of

Directors,

• Auditing and approving the reports on internal control and internal audits.

Corporate Governance Committee

Corporate Governance Committee was established in accordance with the Capital Markets Board’s

Corporate Governance Communiqué with an attempt to follow up the company’s compliance with

corporate governance principles, to make improvements in the process, and make suggestions to the

Board of Directors. The Committee has been established and its Internal Directive has been approved

by resolution No. 600 of the Board of Directors of Brisa Bridgestone Sabancı Tire Manufacturing and

Trading Inc. dated April 30, 2012. Early Identification of Risk Committee was separated from the

Corporate Governance Committee by Board resolution No. 2013/13 dated August 2, 2013, which

necessitated revisions be made on the Internal Directive in question. As prescribed by the Communiqué

and the Board resolution No. 2014/16 dated June 30, 2014, the existing Chief Finance Officer, who

meets the predetermined criteria in the Communiqué, was appointed as a member of the Corporate

Governance Committee, thereby increasing the number of members to four and necessitating more

revisions be made to the Internal Directive and subsequent approval. Finally, in accordance with Board

of Directors resolution No. 2015/13 dated March 24, 2015, re-modifications were made to Internal

Directive of Corporate Governance Committee and the number of committee members was increased

from four to five.

In accordance with Board of Directors resolution No. 2019/17 dated September 13, 2019,

Corporate Governance Committee members were determined as:




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Mehmet Tanju Ula Chairman Independent Board Member

Mehmet Kahya Member Independent Board Member

Barış Oran Member Board Member – Non-executive

Naohisa Yoda Member Board Member – Executive

Reşat Oruç Member Chief Finance Officer

In accordance with Capital Markets Board “Corporate Governance Principles” Corporate Governance

Committee is composed of a maximum of four members excluding the chairman, appointed by Brisa

Bridgestone Sabancı Tire Manufacturing and Trading Inc. Board of Directors from among its

independent members, and two rapporteurs. Committee members (excluding the Chairman) include

three members of the Board of Directors appointed by the Board of Directors and Chief Finance Officer

(CFO) from Investor Relations Department, which makes a maximum of four members in total. The

rapporteurs of the Committee include the Director of Human Resources and the Manager of Investor

Relations Department.

In cases where the position of the committee chairman becomes vacant for whatever reason, the

Chairman of the Board of Directors appoints a member of the Committee as interim chairman in the

first Board of Directors meeting following the incidence of vacancy. The interim serves until a new

chairman is appointed.

The agenda of the meeting is determined by the Chairman of the Committee. Members and shareholders

communicate the issues they wish to be put on the agenda to the rapporteurs, who report them to the

Chairman of the Corporate Governance Committee.

Corporate Governance Committee meetings are held at least four times a year at the places and on the

dates the Chairman deems appropriate. The meeting and resolution quorum is the absolute majority of

the total number of members. Other people can also attend the meetings if the Chairman deems

appropriate.

Corporate Governance Committee keeps a written record of all its works and reports all relevant

information and conclusions to the Board of Directors.

Corporate Governance Committee convened four meetings in year 2019.

The Committee’s activities in 2019 included:

• To make suggestions to the Board of Directors for improving corporate governance operations,

to perform necessary operations ensuring and observing the company’s compliance with

legislation within the body of the company, all in accordance with Capital Markets Board

Corporate Governance Communiqué numbered II-17.1,

• To monitor activities of the Department of Investor Relations,




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• To determine and monitor the principles, criteria, and practices to be employed in setting the

remuneration for directors with administrative responsibilities in line with the company’s long-

term objectives,

• To make suggestions to the Board of Directors regarding remuneration for directors with

administrative responsibilities by taking into consideration the degree to which they meet the

criteria for remuneration settings,

Early Identification of Risk Committee

Early Identification of Risk Committee has been established upon the resolution of Brisa Board of

Directors dated August 2, 2013 and numbered 2012/13. The Committee was commissioned and

authorized by Turkish Commercial Code numbered 6102 and by article 378 thereof, as well as Capital

Markets Board’s Corporate Governance Communiqué.

The activities of the Committee include early identification of any strategic, operational, financial,

external and miscellaneous risks threatening the existence, development and sustainability of Brisa;

implementation of necessary measures and remedies; and the management of risks.

The members of the Early Identification of Risk Committee include:


Mehmet Kahya Chairman Independent Board Member

Barış Oran Member Board Member – Non-executive

Naohisa Yoda Member Board Member – Executive

The chairman of the Early Identification of Risk Committee is appointed among the independent

members by Brisa Board of Directors.

The Committee is composed of a minimum of two members appointed by the Board of Directors. Other

persons can also participate in the meetings if the chairman approves. The term of office for committee

members is parallel to that of the members of the Board of Directors. The committee membership is

renewed upon the renewal of the members of the Board of Directors.

The Early Identification of Risk Committee convenes at least six times a year at a venue the chairman

deems appropriate.

The Early Identification of Risk Committee convened six times in 2019.




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5.4.Risk Management and Internal Control Mechanism

Organization

In accordance with the New Turkish Commercial Code article 378 entering into force on July 1, 2012

and the relevant sections of the Capital Markets Board Communiqué with Serial: IV, Number 56 dated

December 30, 2011, the Board of Directors in companies whose certificates of stock are traded at the

exchange are responsible for early identification of risks threatening the company’s existence,

development, and sustainability. Therefore Brisa established an expert committee, operated and

developed the system for the purposes of taking necessary measures, implementing remedies, and

managing risks.

The Early Identification of Risk Committee has been established in accordance with article 6 of the

Communiqué with Serial: VI, Number 63 amending Determining and Implementing Corporate

Governance Principles of the Capital Markets Board with Serial: IV, Number 63 and dated February 22,

2013. The committee has taken over all responsibilities performed by “Corporate Governance

Committee” pertaining to the early identification of risks.

The Early Identification of Risk Committee has also taken over the duties of the risk committee as

mentioned in the New Turkish Commercial Code Article 378. The Committee reports to the Board of

Directors every two months, when it evaluates the critical risks, points out the threats and proposes

remedies if any. The report submitted to the Board of Directors is also made accessible to the company’s

independent auditor. The Committee evaluates the efficiency of the company’s risk management system

once a year.

Risk Committee and Risk Management Department are established for the early identification of risks,

their efficient management, and integration with the company’s strategies and processes. Risk

Committee is composed of Executive Board Members including the General Manager, Executive

Coordinator, Chief Technical Officer, Deputy General Manager for International and OE Markets,

Deputy General Manager for Sales, Marketing Director and Chief Finance Officer and as well as Risk

Management Department.

The Framework and Process of Risk Management

Risk Management Department seeks to integrate corporate risk management with corporate strategies

and corporate culture so that all employees are aware of risks, opportunities, and responsibilities in the

performance of their daily duties and so that the company achieves sustainable growth while

simultaneously creating value.

Within the framework of policies and standards concerning risk management as supported and approved

by the senior managers and with full support of the management team and active participation by

company employees, the Risk Management Department is responsible for determining and evaluating

all corporate risks. Risk Management Department furthermore cooperates with employees to determine

strategies and actions aimed at efficient risk management process, and coordinates the work and tracks

the risk management action plans of the functions. Risk Management Department also formulates

policies and procedures in line with the risk propensity of the company to ensure that processes are

managed in line with these policies and procedures; formulates and manages policies and plans for

business continuity; prepares and shares risk management reports.




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Critical factors for successful risk management are that all employees ranging from high level executives

to low level employees understand the concept of risk, corporate risks, responsibilities, and common

risk consciousness; that risk management responsibilities are determined and embraced by all; that

changes are tracked and reported; and that the process is handled with an understanding of perpetual

improvement. The company also embraces these factors as key strategic objectives.

Risk Management Department arranges yearly risk evaluation workshops with managers and

employees. In these workshops the company’s strategic, financial, operational and responsibility risks

are determined and defined. The impact and probability of financial, nominal, environmental and human

loss scenarios are measured and prioritized. Strategies and actions are formulated to reduce, remove or

transfer the negative impacts of the related risks. Critical risk indicators are determined, and existing

risk management actions are tracked. Risk Committee convenes every year to evaluate yearly risk

evaluation results and risk management strategies.

Risk Management Department shares monthly numerical indicators on critical risk areas as well as

monthly development trends, their situation as determined by limits and tolerances, the reasons for

deviations and changes, the costs of and reasons for business interruptions, and actions taken with the

whole management team, thereby providing an early warning mechanism against the growth of the risks.

This policy ensures that all interacting functions formulate a common perception of risk and

management strategy. Besides, Risk Management Department also reports to relevant directors the

specific risk studies based on global and local sources and completed risk analyses.

Early Identification of Risk Committee, made up of people chosen from among the Board of Directors,

performs critical risks assessment every two months in the report prepared in light of information

coming from Risk Management Department and Risk Committee and submitted to the Board of

Directors. This Committee also annually evaluates the efficiency of the company’s risk management

system.

Operational Risk Management and Business Continuity Planning

The company attaches great importance to the continuity of all business processes and institutional

operations so that it can provide the greatest value possible. The company performs its operational risk

management activities, which include emergency situations, crisis management, business continuity and

recovery stages, on a platform comprising all employees. This is achieved with the help of a planned

roadmap which is subject to constant reviews and improvements.

Risk Management Department seeks to minimize losses induced by business and production

interruptions in cases of operational risks such as supply-chain problems, interruptions in information

systems, machine breakdowns, fire, natural disaster, epidemics, among others. To this end, Risk

Management Department cooperates with related functions in devising policies and plans for business

continuity, extending their viability across the institution, updating and testing. Closely observing

product safety and quality, relevant laws and legislation, corporate reputation and social responsibility,

priority for and dignity of human life, and environmental awareness, the company’s ultimate objectives

include:

• Providing correct information flow externally/internally and managing incidents/emergencies

in cases of business interruptions,

• Developing and constantly improving reaction and response plans to make sure that our

customers have access to our services of critical importance without any interruption,




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• Benefiting from resources efficiently in cases of employee-related and other resource-related

scarcities,

• Minimizing the duration of interruption for the company, customers, suppliers, and other critical

shareholders,

• Ensuring the efficient normalization of the working order after possible interruptions and the

ensuing recovery operations

• Investing in the corporate infrastructure to minimize the prospects for interruption,

• Minimizing the negative financial and nominal impacts of business interruptions.

Company employees have the core responsibility for determining the reasons for business interruptions

in the operational processes they manage or work. They must take measures and implement the very

business continuity plans which they formulated previously. Risk Management Department is

responsible for preparing business continuity plans across the company and coordinating the review and

test processes. Risk Management Department, with the contribution of senior management, has

developed an institutional policy and guideline for business continuity management and planning across

the company.

Future Risks

The purchases of raw materials are transacted in American Dollars, while the products are sold in various

currencies including Turkish Lira, Euro, and American Dollar. Therefore, currency fluctuations are the

leading macroeconomic risk for our company. For an ideal management of this risk, the company

implements the “hedging” policy efficiently, which is designed in full accordance with the financial

instruments, tools, company profile, and operations for protecting the company against currency risks.

This policy enables the company to take early measures against the possible negative consequences of

currency fluctuations.

Raw materials costs comprise an important part of total products costs, which means that sudden

fluctuations in raw materials costs can possibly have critical impact on corporate profitability. In cases

where raw materials costs exhibit high volatility, and hence where fluctuation is harsh, several problems

might occur with the supply of goods: scarcity, delay, postponement, and retraction. Our company

implements the policy of forward-buying, which includes close tracking and detailed analyses of

international markets. The company thus purchases raw materials with affordable prices in particular

amounts for future terms, thereby minimizing problems arising from harsh price changes and supply

imbalances.

Because of the economic fluctuations in Turkey’s economy, dealers may have difficulty in collecting

their receivables and consequently may have difficulty in paying their debts to Brisa. Towards this risk,

with the close follow-up of Brisa top management, the actions are being taken and closely monitored to

increase the dealers’ collateral amounts.

Internal Audit and Internal Control

Our company has internal audit and internal control mechanisms to ensure the efficient, reliable, and

uninterrupted conduct of activities and services; the development of applications for risk management,

control system and institutional management; contribution to the achievement of institutional and

economic targets; and the unity, consistency, and safety of information derived from accounting and

financial reporting system.




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Audit Committee, which is established within the body of the Board of Directors, is responsible for

ensuring the existence, functioning and efficiency of internal audit and control processes. Audit

Committee performs the duties assigned by Board of Directors within the framework of the existing

internal regulations and reports its activities, findings and suggestions to the Chairman of the Board of

Directors.

Moreover, by the principle of independence, the Internal Audit Department, which is organizationally

affiliated with the Board of Directors, helps ensure that internal audit and control mechanisms function

in a healthy manner. Audit Committee regularly convenes with Internal Audit Department to discuss

the efficiency of the internal control system. Finally the Committee reports its findings to the Board of

Directors.

Internal Audit Department Directive explains the organizational position and independency of the

department. This directive has been approved by Audit Committee and entered into force. In addition,

the Audit Guide, which defines business manners for the Audit Department, has been prepared and put

into practice.

5.5.Company's Strategic Goals

Brisa’s mission, vision, values and policies are reviewed by the senior management each year, and

strategic targets determined in line with this direction are communicated to employees at annual

meetings and through the Brisa's website.

Brisa's Mission: "To provide superior value to society through sustainable growth"

Brisa's Vision: "We drive on with courage"

Strategic goals and targets, set by the Executive Board in line with the mission and vision of Brisa, are

discussed by the Board of Directors for approval within the scope of budget and mid-term plans. The

budget is prepared per annum, along with a five-year mid-term plan.

Strategic goals are determined in line with,

• Financial Results

• Customer Experience

• Operational Excellence

• Human Resources and Organizational Development

• Information Systems

• Risk Management

• Corporate Governance

• Sustainability

• Innovation

Goals approved through these general areas are then used to determine the specific goals for each

individual function within the Company. All company employees perform their tasks in accordance with

the vision and strategic goals as they also guide individual performance targets, as well as annual

performance evaluations.

Strategic goals and performance indicators are monitored using made-to-purpose software, outputs of

which are used by the Executive Board who convenes twice a month to evaluate the Company's

performance and relevant agenda items. These comprehensive evaluations, as well as the constantly

updated projections, are used to determine the actions that must be taken in order to achieve key

performance indicators.




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The Board of Directors convenes at least four times per year to evaluate the progress towards goals,

current operations, and term performance.

5.6.Financial Rights

The Board of Directors is responsible for making sure that the company reaches operational and

financial performance targets specified and released to the public.

Any rights, benefits, and wages, as well as the criteria for determination and principles for setting

remuneration for members of the Board of Directors and senior executives with administrative

responsibilities, were communicated to shareholders as a separate item in the 2014 Ordinary General

Assembly meeting held on March 23, 2015 in accordance with Capital Market Board’s compulsory

Corporate Governance Principles numbered 4.6.2. Shareholders have been given the opportunity to

express their views on this issue. Moreover, this issue is also released to the public via company website

under “Remuneration Policy.”

In accordance with Capital Markets Board’s compulsory Corporate Governance Principle numbered

4.6.3, stock options or payment plans based on the Company’s performance do not apply in the

remuneration of the Independent Board Members.

Rights, benefits, and wages bestowed upon senior executives are collectively given in the footnotes of

the financial tables of related terms. In this respect, the aggregate salaries and remunerations paid in the

12-month term which ended on December 31, 2019 amount to TL 10,871 thousand (2018: TL 7,154

thousand).

In 2019, the Company has not advanced money, has not provided any loan facilities and has not extended

credits (under the name of personal loan through a third party) or sureties (such as surety in favor) to

any Board Members or the senior executives.

Corporate Governance Compliance Report link: https://www.kap.org.tr/en/Bildirim/819990

Corporate Governance Information Form link: https://www.kap.org.tr/en/Bildirim/819989




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31.12.2019 PERIOD ANNUAL REPORT

Documents

Transcript of 31.12.2019 PERIOD ANNUAL REPORT